ex1013.htm


    
      Exhibit
        10.13

    

     

    Escape
      Artists Productions, LLC 

    10202
      West Washington Boulevard

    Astaire
      Building, 3`d Floor

    Culver
      City, California 90232

    
 

     

    As
      of
      February 15, 2002

     

    Platinum
      Studios, LLC

    c/o
      Wyman
& Isaacs, LLP

    8840
      Wilshire Boulevard, 2d Floor

    Beverly
      Hills, California 90211

    Attention:
      Bob Wyman

     

    RE:
      "COWBOYS AND ALIENS" / Option and Acquisition of Rights Ladies and
      Gentlemen:

     

    The
      following terms, and all exhibits attached hereto (all of which are made a
      part
      hereof and
      incorporated herein by this reference), constitute the agreement ("Agreement")
      between Platinum
      Studios, LLC, a California limited liability company ("Owner") and Escape
      Artists Productions,
      LLC ("Company"), with respect to the unpublished comic book series and related
      literary
      materials (except for publication of a comic book "Ashcan Mini Comic" in May
      of
      1997]) entitled
      "Cowboys and Aliens" ("Work"), created by Scott Mitchell Rosenberg ("Author"),
      and owned
      by
      Owner, and registered for copyright in the United States Copyright Office by
      Platinum Studios
      as the copyright claimant on May 19,1997, Entry No. VAU-349-417 and registered
      for Trademark
      in the United States Office of Patents and Trademarks on February 24, 1998,
      as
      Entry No.2139278.

     

    
      	
            	
              1.

            	
              CONDITIONS
                PRECEDENT. All of Company's obligations hereunder are subject to
                satisfaction
                of the following conditions
                precedent:

            


    

     

    
      	
            	
              1.1

            	
              Executed
                Agreements. Company's receipt of fully executed copies of this
                Agreement;
                and

            


    

    


    
      	 	1.2  	Chain-of-Title.
              Company's receipt and approval of all chain-of-title documentation
              (including, without limitation, fully executed copies of any releases
              required under Section 17 below) in connection with the Property (as
              defined in Section 2 hereinbelow) and Company's approval of the copyright
              status of the Property. Satisfaction of this condition is
              waived.


    

       

    
      	
            	
              2.

            	
              PROPERTY.
                As used herein, the term Property shall mean all right, title and
                interest
                of every kind and nature in and to the Work whenever created, subject
                only
                to Section 10 below, including all past, present and future issues
                of the
                Work and all related treatments and intellectual property, and including
                without limitation all past, present and future copyrights, trademarks
                (subject only to Section 10 below), trade names, service marks, logos
                (and
                other marks and indicia of the Property) and other intellectual property
                rights or other rights of any kind relating thereto, whether now
                known or
                hereafter devised, and any renewals, extensions, restorations or
                resuscitations thereof, including without limitation all of the
                following:

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                
                  2.1

                

              	
                
                  Characters.
                    Any and all characters ("Characters") contained in the Work,
                    excluding
                    only any "Excluded Characters", as defined in Section 10.1.2
                    hereinbelow.
                    Owner represents and agrees that as of the date of signature
                    of this
                    Agreement there are no Excluded Characters except for the so
                    called
                    "Grays" as defined in Section 10.1.2 below. Owner further represents
                    and
                    agrees that none of the characters in the screenplay by Thompson
                    Evans
                    dated July 34, 2002 are "Excluded Characters" except for the
                    so called
                    "Grays";

                

              


      

      


      
        	 	2.2  	Individual
                Storylines. All plots, storylines, scenes, settings, incidents,
                titles, themes, contents,
                characterizations, dialogue, scenarios, special effects, translations,
                adaptations and other elements
                (including, without limitation, visual elements) created, described
                and/or
                appearing in the Work


      

       

      
        
          	 	2.3  	Underlying
                  Materials. All literary, dramatic or other material or
                  copyrighted works of any nature on which the Work (i.e., the characters,
                  themes, settings and stories) is directly based or derived from
                  (a
                  complete list of the currently existing materials comprising the
                  Work is
                  set forth in Schedule 1 and incorporated herein by this reference)
                  subject
                  to the limitations and reservation of rights set forth in Section
                  10.1.2;


        

         

      

      
        	 	2.4 	Other
                Material. All literary, dramatic or other material or
                copyrighted works of any nature
                based on or derived from the Work;
                and


      

      


      
        	 	2.5   	Documents:
                All contracts, agreements, assignments and instruments of every kind
                and
                character under which Owner may have heretofore acquired or may hereafter
                acquire any right, title or interest in or to the Work (a complete
                list of
                such currently existing documents is set forth in Schedule 2 and
                incorporated herein by this
                reference).


      

    

            

    
      
        	
              	
                3. 

              	
                OPTION.
                  Owner hereby grants to Company the sole, irrevocable and exclusive
                  option
                  ("Option")
                  to acquire from Owner, forever and throughout the universe and
                  in any and
                  all languages,
                  the Rights (as defined in Section 8 below) in and to the
                  Property.

              


      

      


      
        	 	4. 	OPTION
                TERM.


      

       

    

    
      	
            	
              
              

            	
              4.1    
                Option Period. The Option shall commence as of February 15, 2002,
                and, subject to Section
                4.2 hereof shall continue for two (2) years thereafter ("Initial
                Option
                Period"); provided, however, that Company shall have the right,
                exercisable by written notice to Owner and payment of the Second
                Option
                Payment to Owner at any time prior to the expiration of the Initial
                Option
                Period, to extend the Option for an additional period of twelve (12)
                months ("First Option Extension") commencing upon the expiration
                of the
                Initial Option Period. The Initial Option Period and the First Option
                Extension shall be referred to collectively as the "Option Period."
                Company may exercise the Option by written notice given to Owner
                at any
                time on or before the expiration of the Option Period and, pursuant
                to the
                terms and conditions of this Agreement, concurrently paying the "Purchase
                Price" as defined below.

            


    

    


     

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        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                
                

              	
                4.2    
                  Extensions. The Option Period shall be automatically extended
                  (provided, that Company
                  shall notify Owner of any extension of the Option Period pursuant
                  to this
                  Section 4.2 in writing within a reasonable time thereafter, but
                  failure to
                  deliver such written notice shall not be deemed a breach by Company
                  or
                  otherwise limit the effectiveness of such
                  extension):

              


      

      


      
        	 	 	4.2.1 
                For the duration of any "Event of Force Majeure" (as defined in Section
                20.6 hereinbelow) and such additional time (not to exceed ten [10]
                business days) as is reasonably necessary for Company to recommence
                its
                usual business operations provided, however, that any extension of
                the
                Option Period based on an Event of Force Majeure which affects Company
                but
                does not affect any other major motion picture company shall not
                exceed
                twelve (12) months.


      

      


      
        	 	 	4.2.2   For
                the duration of any material breach or default by Owner and/or Author
                of
                any representation, warranty or agreement made hereunder, or of any
                claim
                or litigation asserted against
                Owner and/or Company relating to the Property which (in Company's
                good
                faith judgment) materially
                interferes with Company's development, financing, production or
                exploitation of the Rights
                (collectively, "Rights Claims") and such additional time as is reasonably
                necessary for Company
                to recommence its development of the Property (not to exceed ten
                [10]
                business days); provided,
                that any such extension based upon a claim shall terminate upon the
                expiration of the applicable
                statute of limitations period unless litigation in respect of such
                claim
                has theretofore been
                commenced by the claimant. Any extension under this Section 4.2.2
                will
                terminate if after receipt
                of actual notice of the applicable claim or litigation, Company commences
                production of a
                Motion Picture based on the Property. If the resolution of any such
                litigation indicates an actual
                breach of Owner's representations and warranties hereunder, or if
                after
                such resolution Company
                cannot acquire the Rights free and clear of all claims, liens, and
                demands
                in accordance
                with Owner's representations and warranties hereunder, Company, in
                addition to all of its
                legal and equitable remedies, may rescind this Agreement, in which
                event
                Owner shall refund any
                payments received from Company in connection with the Property. Owner's
                representations and
                warranties and indemnification obligations and Company's indemnification
                and insurance obligations
                shall survive any such rescission.


      

      
 

      
        	 	 	4.2.3   If
                the last day of the Option Period falls on a Saturday, Sunday, or
                holiday,
                through and including the next business day following such Saturday,
                Sunday or holiday (as used herein, "holiday" means any holiday which
                is
                recognized by the State of California and/or the federal
                government).


      

      
 

      
        	 	 	4.2.4   For
                the period of time equal to the aggregate of any and all time periods
                (if
                any) during which Owner is in breach or default under any provision
                of
                this Agreement.


      

         

    

    
      
        
          	
                	
                  5.

                	
                  CONSIDERATION:
                    As consideration for the grant of Rights to Company under this
                    Agreement
                    and for all of the promises, representations and warranties made
                    by Owner
                    hereunder, Company shall pay Owner the
                    following:

                


        

                

        
          
            	 	 	5.1      With
                    respect to the Initial Option Period, Twelve Thousand Five Hundred
                    Dollars
                    ($12,500) ("Initial Option Payment"). Owner acknowledges receipt
                    of the
                    Initial Option Payment.


          

           

        

      

    

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    5.2    If
      Company elects to extend the Option for the
      First Option Extension, the sum of Twelve
      Thousand Five Hundred Dollars ($12,500) ("Second Option Payment") together
      with
      Company's notice to Owner of such election.

    
       

      


      
        	
              	
                5.3

              	
                If
                  Company exercises the Option, the sum of Two Million Dollars ($2,000,000)
                  less the Initial Option Payment and the First Option Extension
                  Payment (if
                  such payment is made) ("Purchase Price"), and subject to Section
                  5.4
                  hereinbelow, upon Company's exercise of the Option; provided, however,
                  if
                  Company commences principal photography of a "Motion Picture" (as
                  defined
                  in Section 20.3, below) based upon or adapted from the Property
                  prior to
                  exercising the Option, the Option shall be deemed to have been
                  exercised
                  as of the date of commencement of principal photography of such
                  Motion
                  Picture, and the Purchase Price shall be due and payable no later
                  than
                  five (5) business days following said commencement of principal
                  photography.

              


      

       

      5.4    
If
        Company in its sole discretion makes any
        payment in the form of a fixed amount
        (and excluding any payment in the form of contingent compensation) to Universal
        Pictures
        or any other third party (including, for example, any amount paid to an errors
        and omissions
        insurance carrier for an increased premium) in order to acquire rights or
        make
settlements
        regarding previous materials developed based on the Property, then for the
        first
Motion
        Picture based on or adapted from the Property only ("First Picture"), Company
        shall have
        the
        right to reduce the Purchase Price by an amount equal to 25% of any such
        payments until
        the
        Purchase Price has been reduced to One Million Six Hundred Twenty Five Thousand
        Dollars
        ($1,625,000); provided further, Owner shall have the right to participate
        in any
settlement
        negotiations; and provided, further, that the first Fifty Thousand Dollars
        ($50,000) of the
        cost
        of any errors and omissions insurance premium beyond the customary premium
        for a
typical
        studio theatrical motion picture shall be borne by Company. Notwithstanding
        the
foregoing,
        if the First Picture is produced by or with DreamWorks or Universal there
        shall
        be no such
        right of offset. Further, if Company disregards a reasonable requirement
        of the
        errors and omissions
        insurance carrier or the domestic distributor's legal counsel, then Owner
        shall
        not be subject
        to offset for any claim arising out of such particular matter. Owner represents
        and warrants
        that Owner has provided Company with copies of all the screenplays developed
        by
Universal
        and/or DreamWorks while the project was under option to Universal pursuant
        to
        the Literary
        Option Purchase Agreement dated as of May 16, 1997 between Universal and
        Owner,
(the
        "Universal Agreement"), a complete list of which screenplays is set forth
        on
        Schedule 3 and incorporated
        herein by this reference (the "Universal Screenplays"), and that to the best
        knowledge
        of Owner the aggregate hard cost investment in development at Universal and/or
        DreamWorks
        does not exceed $2,000,000.
 

    

    
      
        
          
            	
                  	
                    6. 

                  	
                    BOX
                      OFFICE BONUSES.

                  


          

              

          6.1     At
            such time, if ever, that the domestic
            theatrical box office receipts (i.e., United States
            and Canada) ("DBO") as reported in Daily Variety that the First Picture
            has earned equals the greater of (a) One Hundred Million Dollars ($100,000,000)
            or (b) an amount equal to the actual cost of production of the First
            Picture
            (inclusive of the costs of financing, completion bond, overhead computed
            at the
            rate of ten percent (10%), but exclusive of pre-breakeven gross third
            party
            participations) plus Thirty Million Dollars ($30,000,000) ("First Box
            Office
Breakpoint"),
            Owner shall be entitled to receive the sum of Two hundred Thousand
            Dollars($200,000), which shall be payable within thirty
            (30)
            days after the date of publication of such report; plus

           

          
             

            
 

          

        

      

    

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    6.2           At
      such time, if ever, that the DBO that the First Picture has earned equals First
      Box Office Breakpoint plus Thirty Million Dollars ($30,000,000) in DBO, Owner
      shall be entitled to receive the sum of Two Hundred Thousand Dollars ($200,000),
      which shall be payable
      within thirty (30) days after the date of publication of such report;
      plus

     

    6.3           At
      such time, if ever, that the DBO that the First Picture has earned equals First
      Box Office Breakpoint plus Sixty Million Dollars ($60,000,000) in DBO, Owner
      shall be entitled to receive the sum of Two Hundred Thousand Dollars ($200,000),
      which shall be payable within thirty (30) days after the date of publication
      of
      such report; plus

     

    6.4           At
      such time, if ever, that the DBO that the First Picture has earned equals First
      Box Office Breakpoint plus Ninety Million Dollars ($90,000,000) in DBO, Owner
      shall be entitled
      to receive the sum of Two hundred Thousand Dollars ($200,000), which shall
      be
      payable within thirty (30) days after the date of publication of such report;
      plus

     

    6.5           At
      such time, if ever, that the DBO that the First Picture has earned equals First
      Box Office Breakpoint plus One Hundred Twenty Million Dollars ($120,000,000)
      in
      DBO, Owner
      shall be entitled to receive the sum of Two Hundred Thousand Dollars ($200,000),
      which shall be payable within thirty (30) days after the date of publication
      of
      such report; plus

     

    6.6           At
      such time, if ever, that the DBO that the First Picture has earned equals First
      Box
      Office Breakpoint plus One Hundred Fifty Million Dollars ($150,000,000) in
      DBO,
      Owner shall
      be
      entitled 

     

    
      
        
          
            	
                  	
                    6A

                  	
                    PARTICIPATION.

                  


          

           

        

      

    

    .           

    6A.1   Contingent
      Compensation. The following amounts ("Percentage Contingent Compensation")
      the greater of:

     

    A.           ONE
      AND ONE QUARTER PERCENT (1.25 %) of the "Gross Proceeds,"
      if any, of the First Picture from and after "First Artificial Breakeven" (as
      defined below); or


     

    B.           TWO
      AND ONE HALF PERCENT (2.5%) of the "Net Proceeds," if any, of the Picture from
      and after "Initial Actual Breakeven" (as defined below).

     

    Company
      makes no representation that the Picture will generate any Gross Proceeds,
      or
      any particular amount of Net Proceeds. Neither Lender nor Artist shall have
      any
      right or authority to make any commitment with respect to any Third Party
      Participations.

     

    6A.2    Definitions.

    


     

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              A.

            	
              "Gross
                Receipts," "Gross Proceeds" and "Net Proceeds" shall be defined,
                computed, accounted for and paid in accordance with Columbia Pictures'
                ("Columbia") standard definition of Gross and Net Proceeds attached
                hereto
                as Exhibit A (as modified by the rider attached thereto), provided
                that in
                all territories where the Picture is licensed to an EA output partner
                for
                a minimum guarantee, then "Gross Receipts" from such territories
                shall be
                the net payment received by Columbia from such territories net of
                all
                actual out of pocket third party costs and expenses including the
                sales
                fee payable to Summit
                Entertainment.

            


    

     

     

    
      	
            	
              B.

            	
              "First Artificial Breakeven" means that point,
                if ever,
                at which Net Proceeds
                are first reached, but all distribution fees of greater than Twenty
                Percent (20%) on all Gross Receipts, shall be deemed to be Twenty
                Percent
                (20%) in lieu of the Distribution Fees provided for in Company's
                standard
                definition of "Net
                Proceeds."


            


    

     

    
      	
            	
              C. 

            	
               "Initial
                Actual Breakeven" means that point, if ever, at which Net
                Proceeds
                are first reached
                (i.e., applying Company's standard Distribution Fees as provided
                in
                Company's attached definition of "Net Proceeds" as modified by the
                rider
                attached thereto).

            


    

     

                          

    
      
        
          
            	
                  	
                    7.

                  	
                    PRE-PRODUCTION
                      ACTIVITIES. Company shall have the right during the Option Period
                      to
                      cause to be written screenplays, treatments, outlines and other
                      material
                      based in whole or in part on the Property, and generally to
                      engage in any
                      and all development and/or pre-production activities in respect
                      of the
                      Property, including without limitation all so-called pre-sales
                      and other
                      activities in connection with arrangements for financing and/or
                      distribution of any Motion Picture. Whether or not Company
                      exercises the
                      Option, Company shall be the sole owner of (and Owner shall
                      have no right,
                      title or interest in or to) any such screenplays, treatments,
                      outlines,
                      Motion Pictures or other material created or developed by Company
                      or at
                      Company's request, subject to the terms and conditions of this
                      Agreement
                      as otherwise set forth in Section 10
                      herein.

                  


          

          


          
            	 	8.	RIGHTS.


          

           

          
            	
                  	
                    8.1

                  	
                    Rights.
                      If the Option is exercised, Company automatically and irrevocably
                      shall
                      own
                      and be vested with, and Owner automatically and irrevocably
                      shall be
                      deemed to have granted, conveyed, assigned, transferred and
                      set over to
                      Company, exclusively and in perpetuity, for the entire universe,
                      in any
                      and all languages, all of Owner's right, title and interest
                      of every kind
                      and nature in and to the Property, including without limitation
                      all of
                      Owner's rights (now or hereafter known or devised) under any
                      and all
                      copyrights and trademarks therein and thereto (and all renewals,
                      extensions, restorations and resuscitations thereof) and any
                      and all
                      rights now known and used, under any and all such copyrights
                      in perpetuity
                      (but in any event for not less than the period of copyright
                      and trademarks
                      and any and all renewals, extensions, restorations and resuscitations
                      thereof), in any and all languages and in any and all media
                      now known and
                      used, now known and hereafter used, or hereafter known or devised
                      and used
                      for the entire universe, except for and subject to the Reserved
                      Rights (as
                      defined in Section 10 below) (collectively, the "Rights").
                      Without
                      limiting the generality of the foregoing, the "Rights" shall
                      in any and
                      all events include, without limitation, all of Owner's right,
                      title and
                      interest in and to the following, except for and subject to
                      the Reserved
                      Rights: (i) the sole and exclusive Motion Picture rights, including,
                      without limitation, the sole and exclusive right to produce
                      one (1) or
                      more Motion Pictures or other derivative works (including,
                      without
                      limitation, sequels, prequels, remakes, musicals and/or serials)
                      based, in
                      whole or in part, on the Property and the right to fix, release,
                      distribute, exhibit, perform, transmit, broadcast,
                      advertise, promote and otherwise exploit such Motion Pictures
                      or other
                      derivative works by
                      any and all means and in any and all media whether now or hereafter
                      known
                      or devised, including,
                      without limitation, all of the following: theatrical; non-theatrical
                      (including airlines, ships and
                      other carriers, military, educational, industrial and the like);
                      pay-per-view; home video (including
                      video-cassettes, digital videodiscs, laserdiscs, CD-ROMs and
                      all other
                      formats); all forms of
                      television (including pay, free, network, syndication, cable,
                      satellite,
                      high definition and digital);video-on-demand,
                      near video-on-demand, and subscription-on-demand; all forms
                      of digital or
                      on- line
                      exploitation, distribution and/or transmission (including,
                      without
                      limitation, the internet), CD- ROMs,
                      fiber optic or other exhibition, broadcast and/or delivery
                      systems and/or
                      computerized or computer-assisted
                      media; all rights of communication to the public, rights of
                      distribution
                      to the public,
                      rights of making available or other forms of public or private
                      communication and/or distribution;
                      and all forms of dissemination, communication or distribution
                      to one or
                      more locations or
                      parties, whether embodied or transmitted utilizing analog,
                      digital or
                      other format; (ii) all ancillary,
                      incidental and subsidiary rights including, without limitation,
                      all
                      merchandising, (e.g., games,
                      computer, video and other electronic games, toys, so-called
                      "making of'
                      books, apparel, food,
                      beverages, posters, and other commodities, services or items),
                      commercial
                      tie-ins, music, music
                      publishing, soundtrack, photonovel (using for example stills
                      from the
                      Picture with narrative text)
                      (subject to Section 10.1.1), novelization (subject to Section
                      10.1.1),
                      screenplay publication, interactive
                      media, multi-media, and theme park (or other "themed" or location-based
                      attraction) rights
                      in and to the Property; (iii) the right to make or publish
                      excerpts,
                      synopses or summaries of the
                      Property not to exceed the lesser of one thousand (1,000) words
                      or ten
                      percent (10%) of the Work,
                      for purposes of advertising, publicizing or exploiting the
                      foregoing
                      rights in and to the Property;
                      and (iv) Subject to Owner's Reserved Rights, the exclusive
                      right to use
                      the title or titles by which
                      the Property may be now or hereafter known, or any components
                      of any such
                      title or titles (a) as
                      the title of Motion Pictures and/or in connection with the
                      advertising,
                      marketing, publicity, promotion
                      and other exploitation thereof, whether such Motion Pictures
                      are based
                      wholly or partially
                      upon the Property, (b) in connection with songs, musical compositions,
                      music or lyrics and/or
                      phonorecords, (collectively, "Music") based on or derived from
                      the
                      Property, whether or not included
                      in any such Motion Pictures, and (c) in connection with the
                      publication,
                      recordation,performance,
                      and any other use whatsoever of the foregoing items based on
                      or derived
                      from the Property.
                      Notwithstanding anything to the contrary contained herein,
                      due to a
                      restriction contained in
                      that certain agreement, dated September 4, 2001, between Owner
                      and Walt
                      Disney Pictures Television
                      which Owner represents and warrants is currently in effect,
                      the first
                      production based upon
                      the Work may not be an animated production; provided, however,
                      that in the
                      event that such agreement
                      is modified to remove such restriction, then such restriction
                      shall not be
                      applicable to thisAgreement.

                  


          

        

      

    

    


     

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              8.2

            	
              Approvals/Controls.
                As between Owner and Company, Company shall have all approvals
                and controls (business, creative or otherwise) with respect to the
                Rights
                and any and all Motion
                Pictures based upon or adapted from the Property, including, without
                limitation, the portrayal
                of the personality traits, physical appearance, living habitat and
                environment of the characters
                and elements in such Motion Pictures, and Owner acknowledges and
                agrees
                that Company
                shall have no obligation to portray any such item(s), character(s)
                or
                element(s) in a manner
                consistent with the manner such item(s), the Character(s) and/or
                element(s) are depicted in the
                Property.

            


    

     

    
      
        	 	9.    	 DROIT
                MORAL. Throughout the Option Period, and in perpetuity thereafter,
                if
                Company exercises
                the Option, Company shall have the right (to be exercised in its
                sole
                discretion) to adapt, modify, fictionalize, add to or take from the
                Property, and to combine the same with any other literary or musical
                work.
                In this regard, Owner hereby waives the exercise of any provision
                of law
                known as "droit moral" or any similar law which may now or hereafter
                be
                recognized in any country or place, (including, without limitation,
                the
                so-called right of paternity [droit
                a la
                paternite],
                right of integrity
                [droit au
                respect de l'oeuvre], right of withdrawal
                [droit de
                retrait or droit
                de
                repentir] and/or right of publication
                [droit
                divulgation]) and agrees not to institute, support, maintain or
                permit any action or proceeding on the ground that any Motion Picture
                or
                other version of the Property produced or exploited by Company or
                Company's successors, licensees or assigns in any way constitutes
                an
                infringement of any of Owner's
                droit
                moral or is in any way a defamation or mutilation of the Property
                or any part thereof or contains unauthorized variations, alterations,
                modifications, changes or translations
                thereof.


      

      


      
        	 	10.  	RESERVED
                RIGHTS.


      

       

      
        	
              	
                10.1

              	
                Reserved
                  Rights. If the Option is exercised, then Owner hereby reserves the
                  following
                  rights, subject to the conditions and exceptions set forth in this
                  Agreement ("ReservedRights"),
                  but the rights reserved by Owner shall not relate to or include
                  any
                  adaptations, additions, or
                  changes in the Work made by or by the authority of Company or the
                  results
                  and proceeds of any person
                  or entity engaged by Company which shall remain at all times the
                  sole and
                  exclusive property
                  of Company; provided, however, that Owner shall be entitled to
                  utilize (i)
                  the title, logo and
                  artwork for the First Picture or subsequent productions in accordance
                  with
                  the provisions of Section
                  10.1.1 hereinbelow, and (ii) the characters, settings, and stories
                  from
                  the First Picture or subsequent
                  productions in connection with Owner's Reserved Rights, as defined
                  and set
                  forth hereinbelow:

              


      

    

     

    
      	
            	
              10.1.1

            	
              Comic
                Book Publication Rights. All comic book publication rights ("Comic
                Book Publication Rights") including the copyright rights and trademark
                rights solely in connection with the exploitation of the Comic Book
                Publication Rights, subject, however, to the publication rights sold
                and
                assigned to Company pursuant to Section 8 hereinabove; provided,
                however,
                that Owner shall be entitled to utilize the title and Company-created
                "logo" artwork for the First Picture and subsequent productions,
                if any,
                in connection with Owner's exercise of the Comic Book Publication
                Rights,
                subject only to any clearances required for such use; provided, further,
                that all costs for obtaining any such clearances shall be borne by
                Owner.
                The Comic Book Publication Rights shall encompass comic books, graphic
                novels, strips, pages, serializations, panels and art, in any format,
                as
                presented anywhere in the world, from any publisher, in any printed
                or in
                electronic delivery format, including, but not limited to: comics
                on CDs
                or CD-ROM, internet, other electronic uses now known or hereafter
                devised
                and comic books of all sizes and dimensions, art books, posters,
                prints, cards, art, and portfolios based on the comic book art,
                illustrated (i.e., illustrations of comic art) novels based on the
                comic
                book characters and text derived from the comic book(s) as opposed
                to text
                and stills from any Motion Picture produced hereunder), and limited
                and
                alternate edition version of all of the above (each referred to herein
                individually as a "Comic Book/Graphic Novel" and collectively as
                "Comic
                Books/Graphic Novels.)"

            


    

    


     

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        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                10.1.2

              	
                Platinum
                  Universe. In addition to owning the Work, Owner owns certain
                  treatments, outlines, graphic art and other material which are
                  part of a
                  "universe" created and owned by Owner (i.e., various sets of characters
                  and stories owned by Owner that can interrelate with each other
                  visit or
                  inhabit shared locations (the "Platinum Megaverse"). Owner retains
                  all
                  rights in and to the Platinum Megaverse and "Excluded Characters"
                  other
                  than the rights in the Work, subject, however, to the following
                  limitations:

              


      

       

    

    
      	
            	
              1.

            	
              Except
                as set forth in Paragraph 10 with respect to the Reserved Rights
                (for
                which there are no limitations except as set forth in this Agreement),
                Owner shall not have the right to exploit (or authorize or license
                the
                exploitation of) any rights in the Platinum Megaverse to the extent
                that
                the exploitation of such rights by Owner (or any licensee or purchaser
                thereof) is likely to be confused by a reasonable third party observer
                as
                being based upon or substantially related to the Work, or any motion
                pictures or ancillary rights developed or produced based on the Work,
                or
                the themes settings, characters or stories of the Work or any such
                motion
                picture(s) or such ancillary rights. For example, and without limitation
                of the foregoing, Owner will not exploit (or authorize or license
                the
                exploitation of) any rights in the Platinum Megaverse (other than
                comic
                book publication rights) with respect to stories depicting an epic
                battle
                between violent
                invading aliens who are trying to enslave and/or kill the human race
                and
                humans from the U.S.
                between 1820 and 1910.

            


    

    


    
      	 	2.	If
              Company or its successors or assigns develops one or more motion pictures
              based on the Work and includes additional elements which inadvertently
              overlap with the Platinum
              Megaverse, (i) such overlap shall not be deemed a breach of this Agreement
              or of Owner's
              rights or an infringement of Owner's copyright therein (provided that
              Owner shall have no obligation to furnish to Company any material other
              than the Work), and (ii) Owner shall have no rights (other than comic
              book
              publication rights) with respect to any such materials created by Company
              or its successors or assigns.


    

     

    
      	
            	
              3.

            	
              Owner acknowledges that future to be created
                "Cowboys
                & Aliens" entitled comic
                books/graphic novels, are included in the grant of rights hereunder,
                other
                than "Excluded Characters" to the extent they appear in future comic
                books/graphic novels for the Work. An "Excluded
                Character" (including its settings and worlds) is defined as: an
                established character or other element created in or for a comic
                book,
                graphic novel or other media and which has been
                available to the public in such other comic book, graphic novel or
                other
                media prior to its inclusion in the Work. With respect to the publication
                to the public of a character in a comic book
                or graphic novel, the comic book or graphic novel shall have been
                distributed to the public to at least the minimum extent of other
                comic
                books or graphic novels distributed by Owner or companies in which
                Author
                or Owner has had a contractual or financial interest, such as Malibu
                Comics, Image/Awesome Comics or other independent comic companies.
                With
                respect to publication
                to the public of a character only on the Internet ("Internet Characters"),
                to be deemed an Excluded Character, an Internet Character must appear
                or
                be referred to on websites other than
                or in addition to those solely owned by Owner or must be accessible
                through a standard Internet
                search engine such as Yahoo! (For the avoidance of doubt, advertisements
                or previews appearing in a "Cowboys & Aliens" publication separate
                from that issue's storyline are not part of the Work.) Similarly,
                fictional cities, settings and worlds that appear initially outside
                of the
                Work are excluded. In connection with the foregoing, it is acknowledged
                that characters which reside in the same universe are not necessarily
                related to or derived from each other (e.g., "Superman"
                and "Batman" are not related characters despite the fact that may
                appear
                in media together). As
                of the date hereof, there are no Excluded Characters in the materials
                which constitute theWork.
                In connection with the foregoing, with respect to "Greys", the particular
                "Grey" character appearing in "Cowboys and Aliens" is not an Excluded
                Character, but the entire alien race of "Greys" is pervasive throughout
                the Platinum Megaverse and therefore different individual "Greys"
                are established outside of the
                Work.

            


    

    
 

     

    


      

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              10.3

            	
              First
                Negotiation; Last Refusal. Company shall have the following rights of
                first negotiation and last refusal with respect to any proposed license,
                sale or other disposition by Owner of any "Termination Rights" (as
                defined
                in Section 10.4 below) (referred to in this Section 10.3 as the
                "Negotiable Rights"):

            


    

    


    
      	 	10.3.1 	First
              Negotiation. If at any time subsequent to the time periods set forth
              in Section
              10.2 above, Owner intends to license, sell, transfer, assign, hypothecate
              or in any way convey
              or dispose of any of the Negotiable Rights or any portion thereof,
              Owner
              shall, before offering
              such Negotiable Right(s) to any other party, give Company written notice
              ("Notice") identifying
              the Negotiable Right(s) which Owner wishes to so convey ("Offered
              Right(s)") and the terms
              on which Owner wishes to negotiate in respect of such Offered Right(s).
              Company shall have the
              right, exercisable by written notice to Owner within ten (10) business
              days following Company's
              actual receipt of the Notice, to advise Owner as to whether Company
              wishes
              to negotiate
              regarding the Offered Right(s). If Company notifies Owner in writing
              that
              it wishes to so negotiate,
              Owner and Company shall negotiate in good faith regarding such Offered
              Right(s). If Owner and Company reach agreement as to financial terms,
              including any term relating to the consideration
              to Owner which can be readily reducible to a determinable sum of money,
              upon which
              Owner will dispose of such Offered Right(s) to Company, such Offered
              Right(s) shall vest in Company,
              and Company and Owner shall be deemed to have an agreement with respect
              thereto on the
              same terms and conditions set forth in this Agreement to the extent
              the
              same are not inconsistent with
              the agreed upon financial terms. If either (A) Company fails to give
              Owner
              notice of its desire to
              negotiate within the aforementioned ten (10) business day period or
              (B)
              Company and Owner fail to
              reach an agreement regarding the Offered Right(s) within thirty (30)
              days
              following the commencement
              of their negotiations with respect thereto, Owner shall have the right,
              subject to Section
              10.3.2 below, to offer the Offered Right(s) to other
              parties.


    

    
 

    
      	 	10.3.2 	Last
              Refusal. Subject to Company's right of first negotiation as provided
              in Section 10.3.1, above, if at any time Owner receives a bona fide
              offer
              to license, lease, purchase or in any way acquire any of the Negotiable
              Right(s) which is less favorable to Owner than the last offer by Owner
              to
              Company with respect to the Negotiable Rights and Owner proposes to
              accept
              such offer, Owner shall notify Company in writing ("Sale Notice").
              The
              Sale Notice shall set forth (A) the Negotiable Right(s) that are the
              subject of such offer ("Sale Rights"), (B) the name and address of
              the
              offeror ("Offeror"), and (C) all of the material terms and conditions
              of
              such offer, including the financial terms of the offer (collectively,
              the
              "Terms"). During the period of twenty- one
              (21) business days following Company's actual receipt of the Sale Notice,
              Company shall have the exclusive option ("Sale Rights Option") to license,
              lease and/or purchase the Sale Right(s) upon the Terms. If Company
              elects
              to exercise the Sale Rights Option, Company shall notify Owner accordingly
              within said twenty-one (21) business day period, and company shall,
              upon
              payment to Owner
              of the consideration specified in the Sale Notice, automatically acquire
              such Sale Right(s) on the
              Terms as supplemented by all of the terms and conditions of this Agreement
              not inconsistent therewith;
              provided, however, that Company may exclude from the Terms and may
              exercise the Sale
              Rights Option without agreeing to any Term which may not as easily
              be met
              by one person as another
              and/or any term which is not readily reducible to a determinable sum
              of
              money. If Company
              fails to exercise the Sale Rights Option within the aforementioned
              twenty-one (21) business
              day period or notifies Owner in writing that it will not exercise the
              Sale
              Rights Option, Owner
              may convey the Sale Right(s) to the Offeror on the Terms at any time
              during the following six
              (6) month period.


    

     

       

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              10.3.3

            	
              ContinuinRight.
                The provisions of Sections10.3.1and 10.3.2shall continue in full
                force and
                effect with respect to each Negotiable Right so long as Owner retains
                any
                right, title or interest in or to such Negotiable Right, and Company's
                failure to acquire any Negotiable Right(s) at any time shall not
                affect
                Company's continuing rights of First Negotiation and Last Refusal
                with
                respect to any subsequent proposed license, sale or other disposition
                of
                the same or any other Negotiable Right(s). If Company exercises any
                Sale
                Rights Option, Owner shall execute and deliver to Company such fu
                ther
                instruments and documents as may be necessary to vest in Company
                each and
                all of the rights so acquired by it, although Owner's failure to
                do so
                shall not adversely affect the vesting of
                rights.

            


    

     

    
      	
            	
              10.4

            	
              Termination Right. Except for Owner's reversion
                right set forth in Section 10.5 below,
                if at any time Owner is deemed to have any right to terminate any
                or all
                of the Rights granted or
                to be granted to Company hereunder pursuant to any provision of the
                copyright laws of the United
                States or any other copyright or similar or analogous laws, rules
                or
                regulations anywhere from
                time to time in effect ("Termination Right"), and if Owner (or Owner's
                statutory representative)
                ("Terminating Party") exercises any such right to terminate, the
                Terminating Party shall
                notify Company thereof in writing within the time required for the
                giving
                of such notice under applicable
                law, and Company shall have the rights of first negotiation and last
                refusal, with respect to
                the reacquisition of any or all of the Termination Rights so terminated
                prior to the Terminating Party's
                exercise, disposition or utilization of any such Rights, other than
                for a
                reversion pursuant to Paragraph
                10.5 below.

            


    

     

    
      	
            	
              10.5

            	
              Reversion.

            


    

     

    
      	
            	
              10.5.1

            	
              General
                Terms. Subject to Section 10.5.2 below, all of Company's Rights to
                the
                Property (excluding rights in any productions already produced and
                all
                ancillary rights in connection with exploitation of such productions,
                which rights in perpetuity shall be owned by Company [provided Company's
                merchandising rights shall terminate at the time of such reversion])
                will
                thereafter revert to Owner if there is no production of a motion
                picture
                based on the Property within six (6) years of the exercise of this
                Option,
                or no subsequent production (whether a feature film, television production
                or video/dvd production) commences principal photography by the later
                of
                (i) six years after the initial general theatrical release of the
                preceding theatrical motion picture, or (ii) three years after the
                final
                initial broadcast of any television program (including any program
                distributed in the internet) based on the Property, or (iii) three
                years
                from the "street date" of any straight to video/DVD product (or on
                demand
                internet production) based on the Property (it being agreed that
                only
                "good faith" legitimate productions [i.e., not productions without
                commercial value created solely to prevent the reversion of rights
                per
                this Section] shall postpone the reversion of rights per this
                Section).

            


    

    


     

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        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              10.5.2

            	
              Option
                Extension Payment. Notwithstanding anything to the contrary in Section
                10.5.1 above, if at any time prior to the date on which the Rights
                in the
                Property would otherwise revert to Owner Company makes to Owner the
                "Extension Payment" as defined below, then all time periods above
                shall be
                automatically extended for an additional 8 years from the date any
                of the
                Rights would otherwise revert to Owner hereunder. The Option Extension
                Payment means the amount of $2,000,000, eighty percent (80%) of which
                ($1,600,000) shall be applicable against any payments due pursuant
                to
                Section 12 herein and twenty percent (20%) ($400,000) shall be applicable
                against any payments to Scott Mitchell Rosenberg Productions f/s/o
                Scott
                Mitchell Rosenberg pursuant to the Producing Agreement dated as of
                February 15, 2002 for any subsequent productions which commence in
                that
                period.

            


    

     

    
      	
            	
              10.5.3

            	
              Retention
                of Rights to Produced Productions. Notwithstanding anything to
                the
                contrary contained herein, Company shall retain the right to distribute,
                in perpetuity, any and all Motion
                Pictures (including television programs) which have been produced
                hereunder prior to such reversion.

            


    

     

    
      
        	 	11.	MERCHANDISING.


      

       

      
        	
              	
                11.1

              	
                Approvals
                  and Controls/Consultation. Subject to Section 11.2.2 below, as between
                  Company and Owner, all merchandising with respect to the Property
                  and each
                  Motion Picture and related rights with respect to the Property
                  and each
                  Motion Picture shall be exercised and controlled at all times by
                  Company.
                  Notwithstanding the foregoing or anything to the contrary contained
                  in
                  this Agreement, and provided Owner is not in default of this Agreement,
                  and that Owner has performed all material obligations to be performed
                  hereunder, Company shall meaningfully consult with Owner with respect
                  to
                  Company's exploitation of its merchandising rights in connection
                  with the
                  Property, including, without limitation, agreements with respect
                  thereto,
                  and any images, style guides, and/or products Company creates;
                  provided,
                  however, that Company's decisions or those of Company's domestic
                  distributor with respect to the exploitation of such rights shall
                  be final
                  and binding. In this respect, Company shall provide Owner with
                  copies of
                  deal memos for Owner's review prior to executing same, and upon
                  Owner's
                  request, Company shall provide Owner with copies of all executed
                  deal
                  memos and long form
                  agreements.

              


      

    

     

    
      	
            	
              11.2
                

            	
               Merchandising
                Royalty Payments.

            


    

     

    
      	
            	
              11.2.1

            	
              Owner
                shall be entitled to the following royalty: Thirty Five Percent
                (35%)
                of One Hundred Percent (100%) of "Net Merchandising/Interactive Receipts".
                "Net Merchandising/Interactive
                Receipts" shall be defined as gross merchandising receipts (including
                licensing fees received in connection with theme park rights) and
                gross
                receipts from exploitation
                by Columbia of "Interactive Rights" as defined below actually received
                by
                Columbia
                (net of returns and allowances) from licensing of the applicable
                rights in
                the Property throughout the world (including all subsequent productions)
                after deduction of all actual third party out of pocket costs (not
                to
                exceed five percent [5%] of gross merchandising/interactive receipts),
                unaffiliated third party royalties and participations (other than
                any
                participation payable
                to Escape Artists, LLC or its affiliates or principals), if any,
                actually
                paid by Columbia and
                unaffiliated foreign subagents fees (provided if any affiliate of
                Columbia
                is actually exploiting
                the Interactive Rights (e.g., exploitation by Sony electronics to
                produce
                product using the
                name and logo of the Property or licensing of rights to Sony Interactive
                for the production of cartridge
                games or on line games) then only amounts received by Columbia from
                such
                affiliate from
                exploitation of such Interactive Rights shall be included in the
                definition of Net Merchandising/Interactive
                Receipts and the terms of any agreement between the Studio and any
                such
                affiliate shall be comparable to an arms length transaction with
                an
                unaffiliated third party. In
                the event that there is no comparable transactions on which to determine
                what arms length terms
                would be with an unaffiliated third party because there is no verifiable
                similar prior agreements
                then in lieu of the percentage of Net Merchandising/Interactive Receipts
                set forth in this
                Section above, Owner shall receive a payment equal to Seven and One
                Half
                Percent (7.5%)of
                "Net Sony Interactive Receipts", defined as the gross sales received
                by
                Columbia or its interactive
                affiliate (including Sony Interactive) in respect of such Interactive
                Rights, less all costs
                of production and distribution (exclusive of interest and overhead),
                cash,
                trade, quantity or freight
                discounts, and net of returns and uncollectible accounts. Accounting
                statements, audit rights
                and payments shall be in accordance with Exhibit A attached hereto
                as
                modified by therider
                attached thereto.

            


    

     

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              11.2.2

            	
              Intentionally
                Deleted.

            


    

     

    
      	
            	
              11.2.3

            	
              Hasbro
                First Look. Provided the Studio that is acquiring the rights to the
                First Picture in the domestic territory does not have a then pre-existing
                agreement with a toy company for toy merchandising, Company shall
                require
                the domestic distributor to give Hasbro a "first look" at entering
                into a
                licensing agreement for toy merchandising for the First Picture,
                provided
                if the studio and Hasbro do not enter into an agreement within 15
                business
                days of commencement
                of negotiations, then the studio shall have no further obligation
                to
                Hasbro.

            


    

     

    
      	
            	
              11.2.4

            	
              Interactive
                Rights Definition. "Interactive Rights" shall be defined as
                follows:
                (i) all interactive software in any delivery systems, including,
                without
                limitation, magnetic
                semiconductor and optical media, which is compatible with (A) video
                game
                console systems,
                (B) computer systems, (C) optical disc-based systems, such as CD-ROM,
                (D)
                coin actuated
                video game systems (i.e., interactive video entertainment which is
                enabled
                by insertion of a coin, token, or debit card), including upright
                and
                table-top models and kits and boards for the
                foregoing, and (E) hand-held video games, and (F) any location based
                video
                games, and (G) any
                variations of the above (including, e.g., virtual reality based on
                or
                derived from interactive software
                delivery systems as opposed to virtual reality presented in another
                manner, as, e.g., theatrically),
                and (ii) notwithstanding the reservation of rights, comic books published
                or appearing
                on video and video disc and optical disc-based systems to the extent
                that
                said comic books
                involve interactive choices by the reader resulting in different
                game play
                scenarios (as opposed
                to comic books using video, video disc or optical disc-based systems
                as a
                medium akin to traditional publishing to be read by a reader without
                interactive choices other than for storytelling
                purposes [such as branching
                stories]).

            


    

    


     

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              11.2.5

            	
              Merchandise
                Items Samples. Company shall cause the Studio to provide to Owner
                twenty (20) samples of each type of merchandise to Owner, excluding
                any
                items with a cost of $100 or more. Owner shall have the right to
                purchase
                any item of available merchandise at cost (but such items may not
                be
                resold without the written permission of
                Company).

            


    

    
       

      
        	 	12. 	REMAKES
                AND SEQUELS/TELEVISION PROGRAMS/STAGE
                RIGHTS.


      

             

    

    12.1
      Theatrical
      Remakes and Sequels. If, and only if, (A) the First Picture is released
theatrically
      in the United States, and (B) Company thereafter produces a theatrical Motion
      Picture in the English language as a "Remake" of or "Sequel" to a Motion Picture
      based upon the Property (as such terms are defined below), Owner shall be
      entitled to receive in respect of each theatrical Remake or Sequel, if any,
      a
      sum equal to One Hundred Percent (100%) of the Purchase Price (without any
      reduction pursuant to Paragraph 5.4 above), payable upon commencement of
      principal photography of such Remake or Sequel.

     

    
      	
            	
              12.2

            	
              Television
                Programs.

            


    

     

    
      	
            	
              12.2.1

            	
              U.S.
                Television (i.e., Network and Non-Network) Royalties. If, and only if
                (A)
                the Picture is released for commercial exhibition, and (B) Company
                thereafter produces, for
                primary exhibition and release by means of United States network
                or
                non-network television, a television production in the English language,
                based upon the Property, payment shall be made to Owner upon commencement
                of photography for each episode as
                follows:

            


    

     

    (i)           Sixty
      Minute Episodes:

     

    
      	A.           Initial
              Production Season:	$7,500
              per episode;
	B.           Second
              Production Season	$9,000
              per episode; and per episode.
	C.           Third
              and Subsequent Production Seasons:  	$11,000


    

     

    (ii)         
      Thirty Minute Episodes: The sums payable as a royalty in connection with
      series episodes which are thirty (30) minutes in length shall be one-half (1/2)
      of the sums payable in connection with sixty minute episodes, as set forth
      in
      Section 12.2.1 hereinabove.

     

    
      	
            	
              12.2.2

            	
              Other
                Television Programs and Other Productions. The sums payable as a
                royalty in connection with other television programs and other productions
                based upon the Work (including, without limitation, MOWs, mini-series,
                programs intended for initial release on videocassette/videodisc),
                shall
                be negotiated in good faith, taking into account the budget of such
                production and Owner's then-existing quotes and/or
                precedent.

            


    

     

    The
      royalties set forth hereinabove, shall constitute payment in full for the right
      to produce, perform and exhibit any television programs.

     

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              12.3

            	
              Stage
                Rights. Company shall control stage rights, and if Company elects in
                its sole
                discretion to exploit the legitimate stage rights granted to Company
                hereunder, then Company
                agrees to split all legitimate stage revenue (including any producing
                fees
                or other revenue earned as part of the license of such live stage
                rights
                but excluding any revenue due Owner as a financier of any stage
                production) net of any actual out of pocket third party costs, with
                Owner
                fifty percent (50%) to each of Owner and
                Company.

            


    

     

    
      
        	 	
                13.

              	WARRANTIES
                AND REPRESENTATIONS. Owner warrants and represents (which
                representations and warranties shall survive the termination of this
                Agreement whether Company exercises the Option or not)
                that:


      

       

    

    
      	 	13.1	Owner
              is the sole owner of all Rights herein sold, transferred, granted,
              assigned and conveyed and purported to be sold, transferred, granted
              or
              assigned to Company, and Owner has the full and sole right and authority
              to sell, transfer, grant, assign and convey such
              Rights;


    

    


    
      	
            	
              13.2

            	
              Except
                as set forth in the first (unnumbered) paragraph of this Agreement,
                the
                Property has not been published or registered for copyright or trademark
                in the United States or elsewhere but may be validly copyrighted
                or
                registered for copyright and/or trademark in the United States of
                America
                and likewise to the best knowledge of Owner may be protected elsewhere
                so
                far as the laws of other places and countries provide for such
                protection;

            


    

     

    
      	
            	
              13.3

            	
              The
                Property is not in the public domain except to a minor
                extent;

            


    

    


    
      	 	13.4	No
              part of the Rights herein conveyed has in any way been encumbered,
              conveyed, granted
              or otherwise disposed of (other than pursuant to the Universal Agreement,
              and Owner represents that the Universal Agreement has expired and all
              of
              Owner's rights which were under option to Universal are the sole property
              of Owner), and all such Rights are therefore free and clear of any
              and all
              liens, claims, charges or encumbrances whatsoever in favor of any party
              whatsoever, and said rights and the full right to exercise the same
              have
              not been in any way prejudiced, limited, diminished or
              impaired;


    

    


    
      	 	13.5  	To
              the best of Owner's knowledge, the title or titles of the Property
              may be
              legally used by Company in the exercise of all or any of the Rights
              herein
              conveyed or agreed to be conveyed, and such use will not infringe upon
              the
              federal, state or common law trademark, service mark or trade name
              of any
              third party;


    

    


    
      	 	13.6 	The
              use, reproduction, performance or exhibition of the Property, and the
              exercise of any of the Rights herein granted or conveyed, or agreed
              to be
              conveyed, will not in any way infringe upon any copyright, trademark,
              common law, literary, dramatic, or motion picture rights or to the
              best
              knowledge of Owner, any other rights of any party whatsoever or constitute
              a libel or defamation of, or invasion of any rights (including, without
              limitation, the right of privacy or publicity) of any
              party;


    

    


    
      	 	13.7	Neither
              Owner nor Author has done, and neither Owner nor Author will do, any
              act
              or thing that will or may in any way prevent or interfere in any manner
              with the full and exclusive enjoyment by Company of any of the Rights
              herein granted, conveyed or agreed to be granted or conveyed or which
              will, or may, impair, impede, invalidate or encumber any such
              Rights;


    

     

                                   

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              13.8

            	
              There
                are no claims or litigation pending, outstanding or, to the best
                knowledge
                of Owner, threatened that adversely affect, or that may in any way
                prejudice, Owner's exclusive rights in the Property or any of the
                Rights
                herein granted, conveyed or agreed to be granted or conveyed, or
                the
                copyrights or trademarks therein. Without limiting the foregoing,
                Owner
                represents and warrants that the litigation filed against Universal
                and
                Owner described as the "Powers Claim" in the Universal Agreement
                has been
                adjudicated to a final conclusion and all claims against Owner and
                Universal were dismissed with
                prejudice;

            


    

     

    
      
        	 	13.9	The
                Rights herein granted, conveyed or agreed to be granted or conveyed
                have
                never been
                exercised by Owner or any third
                party;


      

       

    

    
      	 	13.10 	The
              Property and all Characters depicted therein are wholly original with
              Owner (the sole author thereof) in all respects except to a minor extent
              in the public domain;


    

    


    
      	 	13.11 	Other
              than the Universal Agreement, Owner has not negotiated or entered into
              any
              agreement, written or oral, granting any rights of any kind or nature
              in
              connection with any actual or proposed merchandising of the Work or
              the
              Property; and


    

    


    
      	 	13.12	As
              previously provided in Section5.4hereinabove, Owner represents and
warrants
              that Owner has provided Company with copies of all the screenplays
              developed by Universal
              and/or DreamWorks to which Owner or any member of Owner or to which
              Author
              had access
              while the project was under option to Universal and/or DreamWorks as
              set
              forth in Exhibit
              "A" (and to the best knowledge of Owner: such materials constitute
              all
              such materials and
              the aggregate hard cost investment in development at Universal and/or
              DreamWorks does not
              exceed $2,000,000). Company
              makes no warranties, express or implied, other than as specifically
              set
              forth in this Agreement.


    

     

    
    

    
      
        
          	 	14.	INDEMNITY.


        

                        

      

    

    
      	 	 14.1	Owner
              shall indemnify and hold Company and its parents, affiliates,
              subsidiaries, directors,
              officers, agents, employees, licensees, successors, and assigns
              (collectively, "Company Indemnitees") harmless from and against any
              claims, charges, damages, costs, expenses (including reasonable outside
              attorneys' and outside accountant's fees and disbursements), judgments,
              settlements, penalties, liabilities or losses of any kind or nature
              whatsoever (collectively, "Expenses") which may be made, asserted,
              maintained, sustained, incurred or suffered by or secured against or
              imposed upon any Company Indemnitee(s), by reason of the breach of
              any of
              Owner's warranties, representations or undertakings under any provision
              of
              this Agreement or by reason of Owner's or Author's intentional torts
              or
              reckless or grossly negligent conduct. Company shall defend (selecting
              its
              own counsel), indemnify and hold Owner and Owner's assigns and
              representatives (collectively "Owner Indemnitees") harmless from and
              against any and all Expenses suffered or incurred by Owner (Owner
              Indemnitees), arising out of or by reason of or resulting from any
              third
              party claim which (a) is based upon material not written by Owner or
              Author and created by Company, it's agents, employees, and/or
              representatives for inclusion in and included in any Motion Picture
              (if
              any) based, in whole or in part, on the Property, or (b) arising out
              of
              the development, production, distribution and/or other exploitation
              of a
              Motion Picture produced by Company based upon the Property and/or
              ancillary rights therein, except to the extent such Expenses are subject
              to or covered by Owner's indemnification obligations
              hereunder.


    

     

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              14.2

            	
              Notwithstanding
                the foregoing, if any claim is asserted or any legal proceeding is
                commenced
                by a third party against Company or against both Company and Owner
                and/or
                Author, alleging
                that a Motion Picture based on the Property or materials created
                by
                Company in connection with
                the development or production of such Motion Picture infringe or
                violate
                the rights of the claimant
                by reason of facts which, if true, would cause the claim (or Expenses
                arising therefrom) to be
                subject to or covered by Owner's indemnification obligations hereunder
                ("Claim"), Company will
                defend such Claim on behalf of itself and (if applicable) Owner;
                provided,
                that if Company at any
                time determines in good faith, based upon such information as may
                then be
                available to Company,
                that there has been an actual breach of Owner's representations and
                warranties hereunder, Company
                shall have no further obligation to defend Owner with respect to
                such
                Claim. If Company undertakes Owner's defense in connection with any
                such
                Claim (or in connection with any other matter):
                (i) Owner shall give Company prompt written notice of the Claim and
                shall
                cooperate fully with Company and comply with Company's reasonable
                and
                lawful instructions in connection with the
                defense thereof, (ii) Company shall control the defense of any such
                Claim
                and shall have the right
                to dispose of and/or settle such Claim as Company deems appropriate,
                and
                (iii) neither Owner nor Author shall compromise or settle any such
                Claim
                without Company's prior written consent. Owner
                may have his/her own counsel present, at Owner's sole expense, but
                Company
                shall have the sole
                right to control the legal defense of any such Claim, including the
                right
                to select counsel of its choice
                and to compromise or settle any such Claim. Company shall not, as
                part of
                any settlement, make
                an admission of liability on behalf of Owner. Company shall notify
                Owner
                if Company intends to settle any Claim on behalf of both Company
                and
                Owner. If Owner advises Company that Owner
                does not wish Company to settle the Claim against Owner, and if Company
                is
                able to consummate
                such settlement for itself without settling the Claim against Owner
                on a
                basis which is no
                less favorable to Company than if the Claim against both Company
                and Owner
                were settled concurrently, and if not settling the Claim against
                Owner
                would not materially adversely affect any of Company's rights in
                any way,
                then Company shall not settle such Claim against Owner, but shall
                have
                no further obligation to defend or indemnify Owner in connection
                with such
                Claim.

            


    

     

     

    
      	
            	
              14.3

            	
              Notwithstanding Company's defense or settlement
                of any
                Claim on behalf of itself and/or Owner, Company reserves all rights,
                both
                in equity and at law, against Owner (including the right to recover
                any
                Expenses incurred by Company in connection with the defense, settlement
                or
                other disposition of any such Claim) to the extent such Claim is
                subject
                to or covered by Owner's indemnification obligations hereunder. With
                respect to any action brought by Company against Owner pursuant to
                the
                preceding sentence, such action will be deemed to accrue on the date
                on
                which Company requests that Owner reimburse Company for Company's
                Expenses, it being agreed that Company shall not be required to make
                any
                such request in connection with any Claim until after the final
                disposition or settlement
                thereof.


            


    

     

    
      	
            	
              14.4

            	
              Nothing contained in this Section shall affect
                the
                computation of Owner's Contingent Compensation, if any, in connection
                with
                the Picture or limit in any respect the amounts deductible by Company
                or
                otherwise as distribution expenses or Direct Costs in computing such
                participation

            


    

     

     

     

    


     

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        	 	15.	COPYRIGHT
                PROTECTION; FURTHER DOCUMENTS. Owner covenants
                that:


      

    

            

    
      	
            	
              15.1

            	
              Protection
                of Copyright. Owner shall contracually require of all publishers of
                the Property
                that any future publication of the Property, or any part thereof,
                in any
                form shall be with all notice(s)
                of copyright in Owner's name as shall afford to the Property copyright
                protection in the United
                States and all countries adhering to the Berne Convention, the Pan
                American Copyright Convention
                and the Universal Copyright Convention. Owner will do all acts reasonable
                and necessary
                to prevent the Property and any portion thereof, now in existence
                or
                hereafter created, from
                falling into the public domain. In any grants or agreements hereafter
                made
                or entered into by Owner
                concerning the Property, Owner will expressly except and reserve
                all
                Rights granted to Company.

            


    

    


    
      	 	15.2 	Enforcement
              of Rights. Subject to the Owner's Reserved Rights, Company shall have
              the benefit of all copyrights and trademarks in the Property and all
              remedies for enforcing such copyrights
              and/or trademarks with respect to the Rights. In Company's sole judgment
              Company may
              join Owner as a party plaintiff or defendant in any action or proceeding
              relating to the Rights. All
              damages, penalties, settlements and profits relating to or arising
              from
              any interference with or infringement
              of any of the Rights are hereby assigned to Company. Owner shall fully
              cooperate with
              Company in connection with any suit or action threatened or instituted
              by
              or against Company relating
              to any Rights.


    

     

    
      	
            	
              15.3

            	
              Further Documents. Owner agrees to duly execute,
                acknowledge and deliver, or cause
                to be duly executed, acknowledged and delivered to Company, at Company's
                expense (provided,
                that Company shall not be responsible for any fees which may be incurred
                by Owner to have
                any such instruments reviewed by Owner's legal counsel), any instruments
                consistent herewith that
                may be reasonably necessary, proper or expedient in the reasonable
                opinion
                of Company to carry
                out and effectuate the purposes and intent of this Agreement. In
                the event
                of the failure of Owner
                to execute any of the aforementioned instruments within five (5)
                business
                days after the earlier
                of (a) Owner's actual receipt of Company's request to do so, or (b)
                Owner's deemed receipt
                of Company's request to do so pursuant to Section 29 (Payments and
                Notices) below, in order
                to permit Owner an opportunity for review and requesting changes
                consistent herewith, Owner
                hereby irrevocably nominates, constitutes and appoints Company Owner's
                true and lawful attorney-in-fact,
                which constitutes a power coupled with an interest, with the right
                to
                execute and f
                ile all such documents and to do any and all acts and things necessary
                with respect to such documentation.
                Company shall provide Owner with courtesy copies of any such instruments
                executed
                in Owner's name; provided, that Company's failure to do so shall
                not be
                deemed to be a breach
                of this Agreement. Company shall provide Owner with courtesy copies
                of any
                such instruments
                executed in Owner's name; provided, that Company's inadvertent failure
                to
                do so shall
                not be deemed to be a breach of this
                Agreement.

            


    

     

           

    
      
        	 	16.	OWNER'S
                NAME AND LIKENESS AND THEIR USE. Owner grants to Company the right
                throughout the universe, in perpetuity (but not less than the term
                of
                copyright and any renewals, extensions, restorations or resuscitations
                of
                same), to use and reproduce the name, sobriquet, and, with respect
                to
                Author, likeness (provided, however, that Author shall have the right
                to
                submit posed publicity stills reasonably acceptable to Company, it
                being
                understood that all "behind-the-scenes"
                and candid photography of Author shall be deemed pre-approved) and
                pre-
                approved
                biography of Owner and Author and the name and/or logo of Owner and
                Author
                in connection
                with the Property and/or any Motion Picture based in whole or in
                part on
                the Property or any
                Rights herein conveyed, and/or in connection with the advertising,
                promotion, exhibition, distribution
                or other exploitation of the Property and/or any such Motion Picture,
                and/or in connection
                with any so-called "commercial tie-ups," merchandising and/or the
                advertising or publicizing
                of any commodities, products or services relating or referring to
                the
                Property or any such
                Motion Picture including all products, commodities and/or services
                relating to the Motion Picture,
                by Company and/or its parents, affiliates or subsidiaries and/or
                in
                connection with general corporate
                or institutional uses (e.g., trade shows, Company promotions, financial
                prospectuses and/or
                annual reports) or for promotion of their products; provided that
                neither
                Owner nor Author will
                be represented as endorsing any such commodity, product or service
                without
                Owner's priorconsent.


      

       

    

     

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        	 	17. 	CONSENTS
                AND RELEASES. If Company determines that the consent and release of
                any other person or entity are required in connection with Company's
                exercise of any of the Rights, or Company is required to obtain additional
                rights from the creator(s) of a guest character, Owner shall use
                Owner's
                best efforts to procure and submit to Company, in form and substance
                approved by Company, signed consents and releases and/or a grant
                of
                additional rights, from any such person(s) or entity (ies) as Company,
                in
                its sole discretion, may require. In connection therewith, Owner
                will
                provide Company with executed original copies of any consents or
                releases
                or rights grants previously obtained by Owner in connection with the
                Property. 
                


              


      

       

    

    
      
        	 	 18. 	CREDIT.
                Provided that Owner is not in default and subject to any applicable
                guild
                restrictions and/or collective bargaining agreements (including,
                without
                limitation, the Writers Guild Of America Basic Agreement), if Company
                produces a theatrical Motion Picture based substantially on the Work,
                credit shall be accorded as
                follows:


      

    

             

    
      	
            	
              18.1

            	
              On
                Screen. On all positive prints of each theatrical Motion Picture based
                upon the Work, in the main titles
                (i.e., where the individual credits for the producer, director and
                the writer appear, whether located at the beginning or the end of
                the
                Motion Picture), source material ("Source Material") credit on a
                separate
                card in substantially the following form: (i) if the title of the
                Motion
                Picture is different from the Work, "Based on Platinum Studios' comic
                book
                `Cowboys and Aliens' created by Scott Mitchell Rosenberg"; or, (ii)
                if the
                title of the Motion Picture is the same as the Work, "Based on Platinum
                Studios' comic book created by Scott Mitchell Rosenberg"; provided
                if at
                the time of completion of principal photography of the First Picture
                no
                comic book has been published or readied for publication, the credit
                shall
                be as follows (subject to any limitations or credit requirements
                set forth
                in the Writers Guild of America Agreement ("WGA Agreement"): (i)
                if the
                title of the Motion Picture is different from the Work, "Based on
                the
                story `Cowboys and Aliens' created by Scott Mitchell Rosenberg";
                or, (ii)
                if the title of the Motion Picture is the same as the Work, "Based
                on the
                story created by Scott Mitchell
                Rosenberg".

            


    

    


    
      	 	18.2   	 In
              Paid Advertising. Subject to the exclusions and exceptions set forth
              in Section 18.4
              below and those of any third party distributor(s) of such Motion Picture,
              credit in the form set forth in Section 18.1 above, as applicable,
              in the
              billing block portion of all paid advertising relating primarily to
              the
              Motion Picture, issued by, or under the direct control of, Company
              ("Paid
              Ads").


    

     

        

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              18.3

            	
              On
                Merchandising/Interactive Items. Credit in the form set forth in
                Section 18.1 above, as applicable, shall be accorded in the billing
                block
                in any merchandising or interactive item if a billing block is included
                therein, and if there is no billing block in a merchandising or
                interactive item then, in substantially the form "based on Platinum
                Studios' comic book created by Scott Mitchell Rosenberg" so long
                as there
                is reasonable space to affix such
                credit.

            


    

     

    
      	
            	
              18.4

            	
              Exclusions and Exceptions. Company's Paid Ads
                credit obligations shall not apply to
                the following Paid Ads (hereinafter "Excluded Ads"): group, list,
                institutional or so-called teaser
                advertising; special advertising (e.g., announcements of commencement
                and/or completion of
                principal photography, advertising regarding box office gross receipts,
                etc.), announcement advertising;
                advertising relating primarily to any member of the cast, the director(s),
                writer(s) or any
                other personnel involved with the production of the Motion Picture;
                so-called "award" or "congratulatory"
                advertisements, including advertisements or announcements relating
                to
                consideration
                or nomination for an award; trailers (including promotional films)
                or
                other screen, radio
                or television advertising; advertising in narrative form; advertising
                for
                film festivals, film markets
                and the like; advertising one-half page (or the equivalent in SAUs)
                in
                size or less; outdoor
                advertising (including, but not limited to, so-called 24-sheets);
                theater
                display advertising;
                advertising in which no credit is accorded other than credit to actors
                and/or the Company
                and/or to any other company financing or distributing the Motion
                Picture.
                The following
                shall not be considered Paid Ads or Excluded Ads for any purpose
                hereunder: videocassettes,
                videodiscs and other home video devices and the covers, packages,
                containers or jackets
                therefor (collectively, "Video Items"); publicity and promotional
                items
                and materials; advertising
                relating to subsidiary or ancillary rights in the Motion Picture
                (including, but not limited
                to novelizations, screenplays, "Making of' books, "film diaries"
                or other
                publications, products,
                merchandising, music publishing or soundtrack recordings); voiceovers;
                advertising, publicity
                and exploitation relating to by-products or commercial tie-ins; and
                other
                advertising not relating
                primarily to the Motion
                Picture.

            


    

     

    
      	
            	
              18.5

            	
              Excluded
                Ad Tie-In. If the screenwriter(s), director and/or
                producer of a theatrical
                Motion Picture is accorded individual credit in the billing block
                of any
                Excluded Ads, or
                the packaging or covers for Video Items or for any soundtrack recordings
                or novelization in connection
                with the Motion Picture ("Ancillary Items"), then Owner's credit
                shall
                also be accorded
                in the billing block of said Excluded Ads or on the packaging for
                such
                Video Items or Ancillary
                Items, as applicable; provided the foregoing shall not apply to award,
                congratulatory, or
                nomination ads where only the individual being honored and/or the
                sponsor
                of suchadvertisement
                is mentioned, group, special, institutional, film market, film festival,
                teaser or radio
                advertising and/or the audio portion of any television advertising
                (collectively, "Special Ads").
                Nothing in this Section 18.5 shall derogate from Owner's right to
                credit
                pursuant to Section
                18.3 above.

            


    

     

    
      	
            	
              18.6

            	
              General
                Terms. The position of such credit and all other
                matters with respect to such credit shall be determined by Company
                in its
                sole discretion. Any reference to the "title" of the Motion Picture
                shall
                be deemed to mean the "regular" title unless such reference is
                specifically made to the "artwork" title. No casual or inadvertent
                failure
                to comply with the provisions of this section nor any failure by
                third
                parties to comply with their agreements with Company shall constitute
                a breach of this Agreement by Company. Company shall notify third
                party
                distributors of the
                Picture with whom company is in privity of contract of the credit
                provisions of this Section 18, but
                no casual or inadvertent failure to comply with the provisions of
                this
                section nor any failure by third
                parties to comply with their agreements with Company shall constitute
                a
                breach of this Agreement
                by Company. Company shall have the right in its sole discretion to
                accord
                more favorable
                credit(s) than provided for herein. In the event of Company's failure
                to
                comply with any of
                its credit obligations hereunder, Company shall, upon receipt of
                written
                notice of such failure, use reasonable
                efforts to correct such failure in Paid Ads and prints for the Motion
                Picture on a prospective
                basis only, i.e., those Paid Ads (if any) and/or prints (if any)
                prepared
                after Company's receipt
                of such notice (allowing for adequate time after receipt of notice
                to
                implement such correction).

            


    

    
              

    

    
      	
            	
              18.6

            	
              General Terms. The position of such credit and
                all other matters with respect to such credit shall be determined
                by
                Company in its sole discretion. Any reference to the "title" of the
                Motion
                Picture shall be deemed to mean the "regular" title unless such reference
                is specifically made to the "artwork" title. No casual or inadvertent
                failure to comply with the provisions of this section nor any failure
                by
                third parties to comply with their agreements with Company shall
constitute
                a breach of this Agreement by Company. Company shall notify third
                party
                distributors of the
                Picture with whom company is in privity of contract of the credit
                provisions of this Section 18, but
                no casual or inadvertent failure to comply with the provisions of
                this
                section nor any failure by third
                parties to comply with their agreements with Company shall constitute
                a
                breach of this Agreement
                by Company. Company shall have the right in its sole discretion to
                accord
                more favorable
                credit(s) than provided for herein. In the event of Company's failure
                to
                comply with any of
                its credit obligations hereunder, Company shall, upon receipt of
                written
                notice of such failure, use reasonable
                efforts to correct such failure in Paid Ads and prints for the Motion
                Picture on a prospective
                basis only, i.e., those Paid Ads (if any) and/or prints (if any)
                prepared
                after Company's receipt
                of such notice (allowing for adequate time after receipt of notice
                to
                implement such correction).

            


    

     

         

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              18.7

            	
              Credit
                on Television Productions. Owner shall receive the following credit on
                each television
                Motion Picture based upon the Work: source material ("Source Material")
                credit on a separate
                card in substantially the following form: (i) if the title of the
                television production is different
                from the Work, "Based on Platinum Studios' comic book `Cowboys and
                Aliens'
                created by
                Scott Mitchell Rosenberg"; or, (ii) if the title of the television
                production is the same as the Work,
                "Based on Platinum Studios' comic book created by Scott Mitchell
                Rosenberg". Provided if at
                the time of completion of principal photography of the television
                production no comic book has been
                published or readied for publication, the credit shall be as follows
                (subject to any limitations or credit
                requirements set forth in the WGA Agreement): (i) if the title of
                the
                television production is different
                from the Work, "Based on the story `Cowboys and Aliens' created by
                Scott
                Mitchell Rosenberg";
                or, (ii) if the title of the television production is the same as
                the
                Work, "Based on the story
                created by Scott Mitchell Rosenberg. Such credit shall be in the
                main
                titles
                (i.e., where the individual
                credits for the producer, director and the writer appear, whether
                located
                at the beginning or
                the end of the television production), provided inclusion of such
                credit
                in the main titles shall be subject
                to the approval of the network or other broadcasting entity approval,
                which Company shall use
                good faith efforts to obtain.

            


    

     

    
      
        	 	19. 	RIGHTS
                AND REMEDIES. Provided Company pays the Purchase Price, the rights and
                remedies of Owner and/or Author in the event of a breach of the provisions
                of the Agreement, including without limitation any failure to comply
                with
                the credit provisions set forth above, shall be limited to an action
                at
                law for money damages, if any, actually suffered by Owner and/or
                Author
                and in no event shall Owner or Author be entitled to rescind or terminate
                this Agreement or to receive injunctive or other equitable relief,
                including without limitation enjoining or restraining the distribution
                or
                exhibition of any Motion Picture or any advertising, publicity or
                promotion issued in connection therewith or to recover consequential,
                incidental and/or special damages.


      

      


      
        	 	20.	 DEFINITIONS.
                As used in this Agreement:


      

       

    

    20.1       
      Author.
      "Author" shall be deemed to include and be binding upon the heirs,
executors,
      administrators, next of kin, successors and assigns of Author.

     

    20.2           Company.
      "Company" shall be deemed to include its successors and assigns.

     

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        20

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              20.3

            	
              Motion
                Picture. "Motion Picture," or its equivalent, means and includes
                motion pictures,
                cinematography, films, television productions and photoplays of every
                kind
                and character whatsoever, including the sound records thereof, as
                well as
                trailers and clips thereof, produced by means of any photographic,
                electrical, electronic, mechanical, digital or other processes or
                devices
                now or hereafter known, invented, used or contemplated, by which
                photographs, pictures, images or other visual reproductions or
                representations are or may be printed, imprinted, recorded or otherwise
                preserved on material of any description (whether translucent or
                not) for
                later projection or exhibition in such manner that the same are,
                or appear
                to be, in motion on screen, mirror, tube or other medium or device,
                whether or not accompanied by sound records and whether now or hereafter
                known, invented, devised or
                contemplated.

            


    

     

    
      	
            	
              20.4

            	
              Remake.
                "Remake" shall mean a Motion Picture other than the
                first Motion Picture based
                upon the Property in which (i) the principal character (s) are principal
                characters in the Property
                and (ii) said character(s) are shown as participating for the most
                part in
                the same events inwhich
                said character(s) participated in (A) the Property or (B) the first
                Motion
                Picture based upon the
                Property or (C) any prior Remake or Sequel to the first Motion Picture
                based upon the Property. The
                term "Remake" does not include Sequels, or foreign, shortened, or
                expanded
                versions of a prior Motion
                Picture

            


    

     

    
      	
            	
              20.5

            	
              Sequel.
                "Sequel" shall mean a Motion Picture other than the
                first Motion Picture based
                upon the Property in which (i) the principal character(s) are principal
                characters in the Property;
                and (ii) said character(s) are shown in new or different events than
                those
                in which such character(s)
                participated in (A) the Property or (B) any prior Motion Pictures
                based on
                the Property or
                Remake or Sequel thereto; provided, however, for purposes of this
                Section
                20.5, if the only characters
                who appear in both the initial Motion Picture based upon the Property
                and
                a subsequent Motion
                Picture based thereon are real people and/or characters in the public
                domain, the subsequent Motion
                Picture shall not be deemed a "Sequel" unless it is intended to be
                marketed as a "Sequel" to the
                prior Motion Picture. The term "Sequel" shall be deemed to include
                a
                "prequel" but does not nclude
                any Remake.

            


    

     

    


    
      	 	20.6	Event
              of Force Majeure. The following shall be deemed to be an "Event of
              Force Ma}eure": If as a result of any At of God, war, accident, fire,
              strike, lock out or other labor controversy, riot, civil disturbance,
              act
              of public enemy, law, enactment, rule, restraint, order or act of any
              governmental instrumentality or military authority, failure or inability
              to obtain any necessary permit or license, failure of technical
              facilities, inability to obtain sufficient labor, technical or other
              personnel (including, without limitation, cast or crew members), failure,
              delay or reduction in transportation facilities or water, electricity
              or
              other public utilities, death, disability, disfigurement (with respect
              to
              cast only) or unavailability of or inability to obtain life, accident,
              cast or health insurance or inability to obtain visas, labor permits
              or
              other governmental licenses for a principal member of the cast or the
              director, death, disability or unavailability of the producer or other
              cause not reasonably within Company's control or which Company could
              not
              by reasonable diligence have avoided, Company is hampered in the
              development and production of the Motion Picture or Company's normal
              business operations become commercially
              impracticable.


    

     

    
      	
            	
              21.

            	
              NO
                DEROGATION OF RIGHTS. Nothing contained in this Agreement shall
                derogate from or be prejudicial to any rights, licenses, privileges
                or
                property which Company now or at anytime hereafter may be entitled
                to as a
                member of the public, if this Agreement were not in existence; provided
                nothing in this Section 21 shall limit Company's express contractual
                obligations to Owner under this Agreement including with respect
                to
                Sequels, Remakes and other
                productions.

            


    

     

     

     

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        21

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              22.

            	
              ENTIRE
                AGREEMENT. This Agreement expresses the entire understanding of the
                parties hereto
                and replaces any and all former agreements, understandings and
                representations relating in any
                way to the subject matter hereof (i.e, the option of the Rights in
                the
                Work to Company). Nothing
                in this Agreement shall alter or derogate from the rights of either
                party
                with respect to Paragraph
                2 of the letter agreement ("Letter Agreement") between Company, Owner
                and
                Author with
                respect to the producing services of Author, which paragraph of such
                Letter Agreement is infull
                force and effect unless and until superceded by long form documentation,
                which the parties agree
                to negotiate expeditiously and in good faith pursuant to the terms
                of the
                Letter Agreement. Said
                paragraph 2 of the Letter Agreement, as it may be superceded by long
                form
                documentation shall
                be referred to herein as the "Producing Agreement"). No modification,
                alteration or amendment
                of this Agreement shall be valid or binding unless it is in writing
                and
                signed by the party
                to be charged with such modification, alteration or amendment. No
                officer,
                employee or representative
                of Company has any authority to make any representation or promise
                not
                contained in
                this Agreement and Owner acknowledges that Owner has not executed
                this
                Agreement in reliance
                upon any promise or representation not expressly set forth in this
                Agreement. Notwithstanding
                the foregoing, Owner and Company have entered into a side letter
                agreement
                dated as
                of July 7, 2003 regarding the rights and obligations of Company and
                Owner
                to each other regarding
                the Property, provided nothing in such side letter shall derogate
                from the
                rights of Columbia
                so long as Columbia has any interest in the Property or any motion
                pictures or other rights derived
                therefrom.

            


    

    


    
      	 	23. 	NO
              PARTNERSHIP, ETC. Nothing herein contained shall constitute a
              partnership between, or joint venture by, the parties hereto or constitute
              either party the agent of the other. This Agreement is not for the
              benefit
              of any third party and shall not be deemed to give any right or remedy
              to
              any third party whether referred to herein or
              not.


    

    


    
      	 	24.	WAIVER
              OF BREACH. No waiver by either party of any breach of this Agreement
              shall be deemed a waiver of any preceding or succeeding breach
              hereof.


    

    


    
      	 	25.	EFFECT
              OF INVALIDITY. 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 contrary to which the
              parties
              hereto have no legal right to contract, 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 legal
              requirements.


    

    


    
      	 	26. 	SECTION
              HEADINGS. Section 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


    

    


    
      	 	27. 	ASSIGNMENT.
              Company shall be free to assign this Agreement and its rights hereunder,
              and to delegate its duties at any time and from time to time, in whole
              or
              in part, to any person or entity, and upon such assignment, Company
              shall
              be released and discharged of and from any and all
              of its duties, obligations and liabilities arising under this Agreement
              if
              such assignment is to: (i) a person or entity into which Company merges
              or
              is consolidated or (ii) a person or entity which acquires all or
              substantially all of Company's business and assets or (iii) a person
              or
              entity which is controlled by, under common control with, or controls
              Company or (iv) any major motion picture company, United States television
              network or (v) other similarly financially responsible party who assumes
              in writing the performance and obligations of Company hereunder to
              be
              performed from and after such assignment. Owner may not assign this
              Agreement or Owner's rights hereunder, or delegate Owner's duties under
              this Agreement in whole or in part. Notwithstanding the foregoing,
              Owner
              shall have the right on a one time basis to assign Owner's rights to
              receive proceeds actually payable to Owner under this agreement to
              a third
              party, upon written notice to Company, and execution by Owner and such
              third party of appropriate documentation in connection
              therewith.


    

                        

           

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        22

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              28.

            	
              GOVERNING
                LAW: LEGAL PROCEEDINGS.

            


    

     

    
      	
            	
              28.1

            	
              THE
                INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW
                RULES)
                OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE
                TO
                CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN
                (i) THE
                VALIDITY AND INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE
                BY THE
                PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL
                OTHER
                CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING
                OUT OF
                OR RELATING TO THIS AGREEMENT OR THE TERMINATION OF THIS
                AGREEMENT.

            


    

     

    
      	
            	
              28.2

            	
              Legal
                Proceedings - Arbitration. The parties agree that, except as otherwise
                required by any applicable guild collective bargaining agreement,
                any and
                all disputes or controversies of any nature between them arising
                at any
                time (whether or not relating to any Motion Picture based upon or
                adapted
                from the Property or to any of the matters referred to in clauses
                (i),
                (ii) and/or (iii) of Section 28.1 above, shall be determined by binding
                arbitration in accordance with the Commercial Arbitration Rules of
                the
                American Arbitration Association ("AAA") before a single neutral
                arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or
                retired
                judge with at least ten (10) years experience in the motion picture
                industry (e.g., the arbitrators designated in the DGA, SAG or WGA
                agreements or persons having comparable qualifications) and shall
                be
                mutually agreed upon by Company and Lender. If Company and Lender
                are
                unable to agree on an Arbitrator, the Arbitrators shall be appointed
                by
                the AAA. The fees of the Arbitrator shall be borne equally by Company
                and
                Lender, provided that the Arbitrator may require that such fees be
                borne
                in such other manner as the Arbitrator determines is required in
                order for
                this arbitration clause to be enforceable under applicable law. The
                parties shall be entitled to conduct discovery in accordance with
                Section
                1283.05 of the California Code of Civil Procedure, provided that
                (a) the
                Arbitrator must authorize all such discovery in advance based on
                findings
                that the material sought is relevant to the issues in dispute and
                that the
                nature and scope of such discovery is reasonable under the circumstances,
                and (b) discovery shall be limited to depositions and production
                of
                documents unless the Arbitrator finds that another method of discovery
                (e.g., interrogatories) is the most cost efficient method of obtaining
                the
                information sought. There shall be a record of the proceedings at
                the
                arbitration hearing and the Arbitrator shall issue a Statement of
                Decision
                setting forth the factual and legal basis for the Arbitrator's decision.
                If neither party gives written notice requesting an appeal within
                ten (10)
                business days after the issuance of the Statement of Decision, the
                Arbitrators' decision shall be final and binding as to all matters
                of
                substance and procedure, and may be enforced by a petition to the
                Superior
                Court, which may be made ex parte, for confirmation and enforcement
                of the
                award. If either party gives written notice requesting an appeal
                within
                ten (10) business days after the issuance of the Statement of Decision,
                the award of the Arbitrator shall be appealed to three (3) neutral
                arbitrators (the "Appellate Arbitrators"), each of whom shall have
                the
                same qualifications and be selected through the same procedure as
                the
                Arbitrator. The appealing party shall file its appellate brief within
                thirty (30) days after its written notice requesting the appeal and
                the
                other party shall file its brief within thirty (30) days thereafter.
                The
                Appellate Arbitrators shall thereupon review the decision of the
                Arbitrator applying the same standards of review (and. all of the
                same
                presumptions) as if the Appellate Arbitrators were a California Court
                of
                Appeals reviewing a judgment of the Superior Court, except that the
                Appellate Arbitrators shall in all cases issue a final award and
                shall not
                remand the matter to the Arbitrator. The decision of the Appellate
                Arbitrators shall be final and binding as to all matters of substance
                and
                procedure, and may be enforced by a petition to the Superior Court,
                which
                may be made ex parte, for confirmation and enforcement of the award.
                The
                party appealing the decision of the Arbitrator shall pay all costs
                and
                expenses of the appeal, including the fees of the Appellate Arbitrators
                and the reasonable outside attorneys fees of the opposing party,
                unless
                the decision of the Arbitrator is reversed, in which event the expenses
                of
                the appeal shall be borne as determined by the Appellate Arbitrators.
                The
                Arbitrator shall have the power to enter temporary restraining orders,
                preliminary and permanent injunctions. Prior to the appointment of
                the
                Arbitrator or for remedies beyond the jurisdiction of an arbitrator,
                at
                any time, Company may seek pendente lite without thereby waiving
                its right
                to arbitration of the dispute or controversy under this section.
                All
                arbitration proceedings shall be closed to the public and confidential
                and
                all records relating thereto shall be permanently sealed, except
                as
                necessary to obtain court confirmation of the arbitration
                award. The provisions of this Paragraph 28.2  shall supersede
                any inconsistent provisions of any prior agreement between the
                parties.

            


    

     

    
      	
            	
              29.

            	
              NOTICES
                AND STATEMENTS. All notices, payments and statements which either
                party hereto
                is required, or may desire, to give to the other shall be given by
                addressing the same to the other
                at the address set forth below or at such other addresses as may
                be
                designated in writing by such
                party in a notice to the other given in the manner prescribed in
                this
                Section. All such notices shall
                be sufficiently given when deposited, so addressed, postage prepaid,
                in
                the United States mail and/or
                when the same are delivered, so addressed, by fax and/or by telegraph
                and/or by personal delivery
                and the date of such mailing, faxing, telegraphing, and/or personal
                delivery shall be the date
                of the giving of such notices. The addresses to which notices, payments
                or
                statements shall be given
                are the following:

            


    

     

     
      To
        Owner:

       

      C/o
        Wyman
& Isaacs, LLP

      8840
        Wilshire Boulevard, 2nd Floor

      Beverly
        Hills, California 90211

      Attention:
        Bob Wyman

      Telefax:
        (310) 358-3224

       

    

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    To
      Company:

     

    10202
      West Washington Boulevard

     

    Culver
      City, California 90232

    Attention:
      Executive Vice President, Legal Affairs Telefax: (310) 204-2713

     

    
      	
            	
              30.

            	
              NO
                OBLIGATION TO EXERCISE RIGHTS. Nothing contained in this Agreement
                shall obligate Company to use or exercise any of the rights transferred
                to
                Company.

            


    

    


    
      	 	31.	BREACH
              TIE-IN. Any breach by Owner of this Agreement shall also be deemed a
              breach by Owner and Author of the Producing Agreement, and any breach
              by
              Owner or Author of the Producing Agreement shall also be deemed a breach
              of this Agreement.


    

    


    
      	 	32.	CONCURRENT
              EXECUTION. Concurrently with the execution of this Agreement, Owner
              shall execute and deliver to Company a short form Option Agreement
              and
              Copyright Assignment in the forms attached hereto as Exhibits "B" and
              "C,"
              respectively. The Copyright Assignment shall not be recorded unless
              and
              until Company has exercised the Option, at which time, but not before,
              Company shall have the right to insert therein as the effective date
              thereof the date on which the Option was
              exercised.


    

          

    Please
      confirm your acceptance of the foregoing by signing where indicated
      below.

     

    Very
      truly yours,

     

    Escape
      Artists Production,
      LLC

     

    
      	 	 	 	PLATINUM
              STUDIOS, LLC	 
	
              /s/David
                J.
                Bloomfiled

            	 	 	
              /s/
                Scott  Mitchell Rosenberg

            	 
	
               

            	 	 	
               

            	 
	
              Title Executive
                Vice
                President Legal Affairs

            	 	 	
              Chairman

            	 


    

     

     

    I
      have
      read and understand the foregoing agreement and confirm the authority of
      Platinum Studios, LLC to grant the rights in accordance with the provisions
      thereof. As a material inducement to Company, I agree to abide and be personally
      bound by the terms and provisions of said Agreement


     

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    as
      if I
      were a direct party thereto, and will look solely to Platinum Studios, LLC
      for
      payment for any and all compensation due to me in connection
      therewith.

    


    /s/
      Scott Mitchell Rosenberg

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    SHORT
      FORM OPTION AGREEMENT

    


    


    


     

    TITLE:         "COWBOYS
      AND ALIENS"

     

    ASSIGNOR:
      Platinum Studios, LLC

     

    Platinum
      Studios, LLC ("Assignor"), for value received, hereby grants to Escape Artists
      Productions,
      LLC, having its principal office at 10202 West Washington Boulevard, Culver
      City, California 90232, USA ("Company"), the sole and irrevocable option to
      acquire from Assignor all right, title and interest (except for certain rights
      expressly reserved by Assignor), in and to the literary work ("Property")
      entitled "Cowboys and Aliens" written by Scott Mitchell Rosenberg ("Author")
      and
      registered by copyright in the United States Copyright Office on 20_
      under
      Entry
      No.                                                    ,
      including without limitation any and all copyrights therein
      and thereto (and all renewals, extensions, restorations and resuscitations
      thereof) and any and
      all
      rights (except for such reserved rights) whether now known and used, now known
      and hereafter
      used, or hereafter known and used, or devised under all such copyrights, for
      the
      entire universe,
      in perpetuity (but in any event for not less than the period of copyright and
      any renewals,
      extensions, restorations and resuscitations thereof), in any and all languages
      and in any and
      all
      media whether now known and used, now known and hereafter used, or hereafter
      known and
      used,
      or devised (collectively, the "Rights"). Without limiting the generality of
      the
foregoing,
      the Rights shall in any and all events include, without limitation, all right,
      title and interest
      in and to the following (except for and subject to the "Reserved Rights" as
      defined in the "Long
      Form Agreement" as such terms are defined below): (i) the sole and exclusive
      "Motion Picture"
      (as defined below) rights, including, without limitation, the sole and exclusive
      right to produce
      one (1) or more Motion Pictures or other derivative works (including, without
      limitation,
      sequels [including prequels], remakes, musicals and/or serials) based, in whole
      or in part,
      on
      the Property and the right to fix, release, distribute, exhibit, perform,
      transmit, broadcast, advertise,
      promote and otherwise exploit such Motion Pictures or other derivative works
      by
      any and
      all
      means and in any and all media whether now known and used, now known and
      hereafter used,
      or
      hereafter known and used, or devised, including, without limitation, all of
      the
      following: theatrical;
      non-theatrical (including airlines, ships and other carriers, military,
      educational, industrial
      and the like); pay-per-view; home video (including videocassettes, digital
      videodiscs, laserdiscs,
      CD-ROMs and all other formats); all forms of television (including pay, free,
      network,
      syndication, cable, satellite, high definition and digital); video-on-demand,
      near video- on-demand,
      and subscription-on-demand; all forms of digital or on-line exploitation,
      distribution and/or
      transmission (including, without limitation, the internet), CD-ROMs, fiber
      optic
      or other exhibition,
      broadcast and/or delivery systems and/or computerized or computer-assisted
      media; all
      rights of communication to the public, rights of distribution to the public,
      rights of making available
      or other forms of public or private communication and/or distribution; and
      all
      forms of dissemination,
      communication or distribution to one or more locations or parties, whether
      embodied
      or transmitted utilizing analog, digital or other format; (ii) all ancillary,
      incidental and subsidiary
      rights including, without limitation, all merchandising (e.g., games, computer,
      video and
      other
      electronic games, toys, comic books, so-called "making of' books, apparel,
      food,
beverages,
      posters, and other commodities, services or items), commercial tie-ins,
      co-

     

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        25

        
          

        

      

      
        
        

      

    

     

    promotions,
      music, music publishing, soundtrack, photonovel (using for example stills from
      the Picture
      with narrative text), novelization, screenplay publication, interactive media,
      multi-media; and theme park (or other "themed" or location-based attraction)
      rights in and to the Property; (iii) the right to make or publish excerpts,
      synopses or summaries of the Property not to exceed the lesser
      of
      one thousand (1,000) words or ten percent (10%) of the Work for purposes of
      advertising,
      publicizing or exploiting the foregoing rights in and to the Property; and
      (iv)
      subject to the Reserved Rights, the exclusive right to use the title or titles
      by which the Property may be now or hereafter known, or any components of any
      such title or titles (a) as the title of Motion Pictures
      and/or in connection with the advertising, marketing, publicity, promotion
      and
      other exploitation
      thereof, whether such Motion Pictures are based wholly or partially upon the
      Property,
      (b) in connection with songs, musical compositions, music or lyrics and/or
      phonorecords,
      whether or not included in any such Motion Pictures, and (c) in connection
      with
the
      publication, recordation, performance and any other use whatsoever of the
      foregoing items. Upon
      the
      exercise of such Option, Company shall automatically and forthwith own and
      be
      vested with and, effective in such event, Company is hereby granted, all of
      such
      Rights.

     

     Assignor
      shall obtain or cause to be obtained all United States copyrights in and to
      the
      Property; and should Assignor fail to do so within five (5) business days after
      Company's request therefor (or such shorter period as may be required by exigent
      circumstances of which Company advises Assignor), Assignor hereby irrevocably
      appoints Company, and its agents and employees, as Assignor's attorney-in-fact,
      with full and irrevocable power and authority to do all such acts and things,
      and to execute, acknowledge, deliver, file, register and record said Property
      and all documents,
      in the name and on behalf of Assignor, as Company may deem necessary or proper
      to accomplish the same, this being a power coupled with an interest.


     

    Company
      is empowered to bring, prosecute, defend and appear in suits, actions and
      proceedings of any nature concerning all copyrights in and to the Property,
      or
      concerning any infringements of any such copyright, or any interference with
      any
      of the Rights hereby granted under said copyrights,
      in its own name or in the name of the copyright proprietor, but at the expense
      of Company,
      and, at its option, Company may join such copyright proprietor and/or the
undersigned
      as a party plaintiff or defendant in any such suit, action or proceeding. Any
      recovery
      of damages or costs from infringement or violation of any such copyright or
      renewal copyright,
      so far as it arises from any violation of the Rights hereby assigned, is
      likewise assigned
      to and shall be paid to Company.

     

     As
      used
      herein, "Motion Picture", or its equivalent, means and includes motion pictures,
      cinematography,
      films and photoplays of every kind and character whatsoever, including the
      sound
      records thereof, as well as trailers and clips thereof, produced by means of
      any
photographic,
      electrical, electronic, mechanical or other processes or devices now or
      hereafter known, invented, used or contemplated, by which photographs, pictures,
      images or other visual reproductions or representations are or may be printed,
      imprinted, recorded or otherwise preserved
      on material of any description (whether translucent or not) for later projection
      or exhibition
      in such manner that the same are, or appear to be, in motion on screen, mirror,
      tube or other medium or device, whether or not accompanied by sound records
      and
      whether now or hereafter
      known, invented, devised or contemplated.

    


     

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    This
      Short Form Option Agreement is subject to the terms and conditions of the long
      form Literary Option Purchase Agreement (the "Long Form Agreement") between
      Company and Owner dated as of February 15, 2002.

     

    Executed
      as of this 15th day of February, 2002.

    


     

    
      	 	PLATINUM
              STUDIOS, LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Scott  Mitchell
              Rosenberg	 
	 	 	 	 
	 	 	Chairman	 
	 	 	 	 


    

    
 

     

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    STATE
      OF
      CALIFORNIA

     

    COUNTY
      OF
      LOS ANGELES

    


     

    On                                  ,                                                       20_,
      before
      me,                                     ,
      personally appeared personally
      known to me (or proved to me on the basis of satisfactory evidence)
      to be the person whose name is subscribed to the within instrument and
      acknowledged tome
      that
      he executed the same in his authorized capacity, and that by his signature
      on
      the instrument
      the person, or the entity upon behalf of which the person acted, executed the
      instrument.

     

    WITNESS
      my hand and official seal.

    


     

    Notary
      Public

     

     

     

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    soundtrack,
      photonovel (using for example stills from the Picture with narrative text),
      novelization, screenplay publication, interactive media, multi-media, and theme
      park (or other "themed" or location-based
      attraction) rights in and to the Property; (iii) the right to make or publish
      excerpts, synopses
      or summaries of the Property not to exceed the lesser of one thousand (1,000)
      words or tern
      percent (10%) of the Work for purposes of advertising, publicizing or exploiting
      the foregoing
      rights in and to the Property, and (iv) subject to the Reserved Rights, the
      exclusive right
      to
      use the title or titles by which the Property may be now or hereafter known,
      or
      any components
      of any such title or titles (a) as the title of Motion Pictures and/or in
      connection with the
      advertising, marketing, publicity, promotion and other exploitation thereof,
      whether such Motion
      Pictures are based wholly or partially upon the Property, (b) in connection
      with
      songs, musical
      compositions, music or lyrics and/or phonorecords, whether or not included
      in
      any such Motion
      Pictures, and (c) in connection with the publication, recordation, performance
      and any other
      use
      whatsoever of the foregoing items.

     

    Assignor
      shall obtain or cause to be obtained all United States copyrights in and to
      the
      Property; and should Assignor fail to do so within five (5) business days after
      Company's request therefor (or such shorter period as may be required by exigent
      circumstances of which Company advises Assignor), Assignor hereby irrevocably
      appoints Company, and its agents and employees, as Assignor's attorney-in-fact,
      with full and irrevocable power and authority to do all such acts and things,
      and to execute, acknowledge, deliver, file, register and record said Property
      and all documents,
      in the name and on behalf of Assignor, as Company may deem necessary or proper
      to accomplish the same, this being a power coupled with an
      interest.

     

    Company
      is empowered to bring, prosecute, defend and appear in suits, actions and
      proceedings of any nature concerning all copyrights in and to the Property,
      or
      concerning any infringements of any such copyright, or any interference with
      any
      of the Rights hereby granted under said copyrights,
      in its own name or in the name of the copyright proprietor, but at the expense
      of Company,
      and, at its option, Company may join such copyright proprietor and/or the
undersigned
      as a party plaintiff or defendant in any such suit, action or proceeding. Any
      recovery
      of damages or costs from infringement or violation of any such copyright or
      renewal copyright,
      so far as it arises from any violation of the Rights hereby assigned, is
      likewise assigned
      to and shall be paid to Company.

    


     

    As
      used
      herein, "Motion Picture", or its equivalent, means and includes motion pictures,
      cinematography,
      films and photoplays of every kind and character whatsoever, including the
      sound
      records thereof, as well as trailers and clips thereof, produced by means of
      any
photographic,
      electrical, electronic, mechanical or other processes or devices now or
      hereafter known, invented, used or contemplated, by which photographs, pictures,
      images or other visual reproductions or representations are or may be printed,
      imprinted, recorded or otherwise preserved
      on material of any description (whether translucent or not) for later projection
      or exhibition
      in such manner that the same are, or appear to be, in motion on screen, mirror,
      tube or other medium or device, whether or not accompanied by sound records
      and
      whether now or hereafter
      known, invented, devised or contemplated.

    


     

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    Exhibit
      "A"

    


    


    


     

    Universal
      Scripts:

     

    Draft
      #1
      - Steve Oedekerk First Draft, dated December 15, 1997 Draft #2 - Jeffrey Boam
      First Draft, dated October 15, 1998 Draft #3 - Chris Hauty First Revision,
      dated
      March 20, 2000 Draft #4 - Chris Hauty Second Revision, dated June 16,
      2002

    
 

     

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    Schedule
      1

    


     

    Platinum
      Studios Source Material (under option by Escape Artists):

     

    Cowboys
      and Aliens treatment, written by Scott Rosenberg for Platinum Studios,
      LLC

     

    Cowboys
      & Aliens treatment written by Gregory Noveck for Platinum Studios, LLC,
      dated May 13, 1997

     

    Cowboys
      & Aliens treatment written by Martin Lodewijk as a work for hire for
      Platinum Studios, LLC, dated May 1, 1997

     

    Cowboys
      and Aliens Graphic Novel (draft 1) written by Fred Van Lents

     

    Cowboys
      and Aliens Graphic Novel (draft 2) written by Fred Van Lents

     

    Cowboys
      and Aliens Graphic Novel Breakdown written by Fred Van Lents

     

    Cowboys
      and Aliens Treatment written by Pat McGreal as a work for hire for Platinum
      Studios, LLC

     

    Cowboys
      and Aliens Treatment written by David Quinn as a work for hire for Platinum
      Studios, LLC

     

    Cowboys
      and Aliens Treatment written by Dan Mishkin as a work for hire for Platinum
      Studios, LLC

     

    Cowboys
      and Aliens Treatment written by Mike Martin and Andy Mangels as a work for
      hire
      for Platinum Studios, LLC

     

    Cowboys
      and Aliens Treatment written by Brain Augustine, as a work for hire for Platinum
      Studios, LLC, dated 1-28-00

     

    Cowboys
      and Aliens Treatment written by Brain Augustine, as a work for hire for Platinum
      Studios, LLC, dated 8-1-00

    
 

     

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    ESCAPE

    A
      R T I S
      T S

     

    DAVID
      J.
      BLOOMFIELD                                                              WRITER'S
      DIRECT DIAL

    Executive
      Vice
      President                                                           Tel:
      310.244.6631Fax: 310.204.2713

    Business
      and Legal
      Affairs                                                     david_bloomfield@spe.sony.com

     

    March
      29,
      2004

    


     

    Bob
      Wyman

    Wyman
      & Isaacs

    8840
      Wilshire Boulevard

    2nd
      Floor

    Beverly
      Hills, CA 90211

     

    Re:           "Cowboys
      and Aliens"

     

    Dear
      Bob:

     

    References
      made to the Producing Agreement dated as of February 15, 2002 by and between
      Escape Artists Productions, LLC ("Company") and Scott Mitchell Rosenberg
      Productions ("Lender") f/s/o Scott Mitchell Rosenberg ("Producer").

     

    This
      confirms the following:

     

    
      	
            	
              1.

            	
              In
                the event a theatrical motion picture is produced based on the Property,
                then provided Producer
                is not in material uncured breach of the agreement, Producer shall
                be
                entitled to the producing fixed compensation, contingent compensation
                and
                credit set forth in the agreement
                (i.e., even if Producer is "Pay or Played" off the Picture and is
                not
                required to render
                any services in connection therewith Lender shall nonetheless be
                entitled
                to the compensation
                and credit set forth above).

            


    

    


    
      	 	2.	Subsequent
              Productions: In the event subsequent productions are produced based
              on
              theProperty,
              and provided Producer is not in material uncured breach, Producer shall
              be
              "locked
              for life" with respect to his fixed and contingent compensation and
              credit
              for such subsequent
              productions as set forth in the agreement (i.e., irrespective of the
              time
              period that  may
              pass between the initial theatrical production and the subsequent
              production, whether Artist
              is required to render services, or whether any production's final negative
              cost exceeds the
              ingoing budget).


    

     

    The
      balance of the terms and conditions shall be negotiated in good faith between
      the parties within Company's and Columbia Pictures' customary parameters for
      deals of this kind.

    


    


    
      	 	 	Warmest
              regards,	 
	 	 	 	 
	
               

            	
               

            	/s/ David
              J. Bloomfield	 
	 	 	David
              J. Bloomfield	 
	 	 	Title 	 
	 	 	 	 


    

     

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    DAVID
      J.
      BLOOMFIELD                                                                     WRITER'S
      DIRECT
      DIAL

    Executive
      Vice President                                                       Tel:
      310.244.6631 Fax:
      310.204.2713

    Business
      and Legal Affairs                                                    david_bl
      oomfi eld@spe.
      son y. com

     

    July
      7,
      2003

     

    Bob
      Wyman

    Wyman
      & Isaacs

    8840
      Wilshire Boulevard

    2nd
      Floor

    Beverly
      Hills, CA 90211

     

    Re:
      "Cowboys and Aliens" / Option Purchase Agreement 

     

    Dear
      Bob:

    


     

    As
      you
      know, Escape Artists Productions, LLC ("Company") is entering into an agreement
      with Columbia
      Pictures ("Columbia") pursuant to which the long form Option-Purchase Agreement
      (the "Option Purchase Agreement") dated as of February 16, 2002 by and between
      Company and Platinum
      Studios, LLC ("Owner") will be assigned to Columbia for further development
      and
possible
      production (and all capitalized terms used herein without definition shall
      have
      the meanings
      set forth in the Option Purchase Agreement).

     

    
      	
            	
              1

            	
              In
                the event that pursuant to paragraph 10.5 of the Option Purchase
                Agreement
                the Property reverts
                to Owner, Owner agrees that Company shall be entitled to a payment
                (a
                "Subsequent Production
                Payment") equal to the aggregate of (a) 50% of all payments received
                by
                Owner or
                its affiliates for the option, license, sale or other disposition
                of any
                rights in the Property to
                a third party net of third party agent and lawyer commissions not
                to
                exceed 15%, plus (b) 50%
                of all producing fees received by Scott Mitchell Rosenberg or his
                loan out
                company or any
                other principals of Owner or Owner's affiliates in connection with
                the
                Property net of third
                party agent and lawyer commissions not to exceed 15%; provided that
                the
                aggregate of all
                Subsequent Production Payments paid to Company shall be subject to
                a
                lifetime cap of$1.5
                million dollars.

            


    

    


    
      	 	2. 	In
              the event that Columbia abandons further development of the picture
              and
              Columbia's rights
              in the Option Purchase Agreement revert to Company, Company and Owner
              agree that
              the Option Purchase Agreement shall be deemed automatically amended
              as
              follows:


    

              

    (a)           Paragraph
      5.4 shall be deleted and the following inserted in lieu thereof: 

     

    
      	
            	
              "5.4

            	
              If
                Company in its sole discretion makes any payment in the form of a
                fixed
                amount
                (and excluding any payment in the form of contingent compensation)
                to
                Universal Pictures or any other third party other than Columbia or
                its
                affiliates (including, for example, any amount paid to an errors
                and
                omissions insurance carrier for an increased premium) in order to
                acquire
                rights or make settlements regarding previous materials developed
                based on
                the Property other than material developed by Columbia, then for
                the first
                Motion Picture based on or adapted from the Property only ("First
                Picture"), Company shall have the right to reduce thePurchase
                Price by an amount equal to 50% of any such payments until the Purchase
                Price
                has been reduced to One Million Two Hundred Fifty Thousand Dollars
                ($1,250,000);
                provided further, Owner shall have the right to participate in any
                settlement
                negotiations; and provided, further, that the first Fifty Thousand
                Dollars
                ($50,000)
                of the cost of any errors and omissions insurance premium beyond
                the
                customary
                premium for a typical studio theatrical motion picture shall be borne
                by
                Company.
                Notwithstanding the foregoing, if the First Picture is produced by
                Dreamworks
                or Universal there shall be no such right of offset. Further, if
                Company
                disregards
                a reasonable requirement of the errors and omissions insurance carrier
                or
                the
                domestic distributor's legal counsel, then Owner shall not be subject
                to
                offset for any
                claim arising out of such particular matter. Owner represents and
                warrants
                that Owner
                has provided Company with copies of all the screenplays developed
                by
                Universal
                and/or Dreamworks while the project was under option to Universal
                pursuant
                to the Literary Option Purchase Agreement dated as of May 16, 1997
                between
                Universal and Owner, (the "Universal Agreement"), a complete list
                of
                which
                screenplays is set forth on Schedule 3 and incorporated herein by
                this
                reference
                (the "Universal Screenplays"), and to the best knowledge of Owner
                the
                aggregate
                hard cost investment in development at Universal and/or
                Dreamworksdoes
                not exceed $2,000,000."

            


    

     

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              (b)

            	
              Paragraph
                10.5 shall be deleted and the following inserted in lieu
                thereof:

            


    

     

    
      	
            	
              "10.5

            	
              Reversion.
                All of Company's rights to the Property (excluding rights in any
                productions already produced and all ancillary rights in connection
                with
                exploitation of such productions, which rights in perpetuity shall
                be
                owned by Company [provided
                Company's merchandising rights shall terminate at the time of such
                reversion]) will thereafter revert to Owner if there is no production
                of a
                motion picture based on the Property within six (6) years or no subsequent
                production (whether
                a feature film, television production or video/dvd production) commences
                principal photography by the later of (i) six years after the initial
                general theatrical release of the preceding theatrical motion picture,
                or
                (ii) three years after the final initial
                broadcast of any television program (including any program distributed
                in
                the internet) based on the Property, or (iii) three years from the
                "street
                date" of any straight to video/DVD product (or on demand internet
                production) based on the Property (it being agreed that only "good
                faith
                first class" legitimate productions [i.e., not productions without
                commercial value created solely to prevent the reversion of rights
                per
                this Section] shall postpone the reversion of rights per this Section).
                If
                the Property reverts to Owner, then Company shall be entitled to
                a payment
                equal to 1.5% of the ingoing budget (i.e., the final approved budget
                as of
                the date of commencement of principal photography of the applicable
                production exclusive of bond, contingency, financing and overhead)
                payable
                upon commencement of principal photography of each subsequent motion
                picture (feature, television video/DVD or other). This payment for
                theatrical feature films will be capped at $1 million per production
                and
                for video and television production capped at
                one half the royalty payments for Owner referenced in Section 12.2
                herein
                below; notwithstanding
                the foregoing, if (x) there is no animated production based on the
                Property
                commenced within four years from the initial general release of the
                preceding
                theatrical motion picture, (y) there has been no production commenced
                within
                the applicable time periods set forth in clauses (ii) or (iii) above
                and
                (z) no productions
                described in (i), (ii) or (iii) are in official pre-production nor
                has any
                party
                made a firm commitment (such as a pay or play commitment to a lead
                actor)
                for
                a subsequent such production, then the animated rights in the Property
                shall revert
                to Owner (subject to Company's right to royalty payments as set forth
                above); provided
                further, however, if Company is in active negotiations or engaged
                in
                active progress-to-production
                regarding production of an animated production based on the Property,
                then such animated rights shall not revert during the pendancy of
                such
                time period
                (and Owner agrees not to frustrate any such activities); provided
                in no
                event shall
                such time period be extended beyond the time periods set forth in
                clauses
                (i), (ii)
                or (iii) above. Notwithstanding
                anything to the
                contrary contained herein, Company shall retain the right to
                distribute, in perpetuity, any and all Motion Pictures (including
                television programs) which have been produced hereunder prior to
                such
                reversion."

            


    

    


     

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                  (c)

                

              	
                
                  Paragraph
                    11 regarding merchandising shall be deleted and the following
                    inserted inl
                    ieu thereof:

                

              


      

       

    

    
      	
            	
              "11.

            	
              MERCHANDISING.

            


    

     

    
      	
            	
              11.1

            	
              Approvals
                and Controls/Consultation. Subject to Section 11.2.2 below, as between
                Company and Owner, all merchandising with respect to the Property
                and each
                Motion Picture and related rights with respect to the Property and
                each
                Motion Picture shall be exercised and controlled at all times by
                Company.
                Notwithstanding the foregoing or anything to the contrary contained
                in
                this Agreement, and provided Owner
                is not in default of this Agreement, and that Owner has performed
                all
                material obligations to be performed hereunder, Company shall meaningfully
                consult with Owner with respect to Company's exploitation of its
                merchandising rights in connection with the Property, including,
                without
                limitation, agreements with respect thereto, and any images, style
                guides,
                and/or products Company creates; provided, however, that Company's
                decisions or those of Company's domestic distributor with respect
                to the
                exploitation of such rights shall be final and binding. In this respect,
                Company shall provide Owner with copies of deal memos for Owner's
                review
                prior to executing same, and upon Owner's request, Company shall
                provide
                Owner with copies of all executed deal memos and long form
                agreements

            


    

    


    
      	 	11.2	Merchandising
              Royalty Payments.


    

     

     

    
      	
            	
              11.2.1

            	
              Domestic
                Territory/Studio Territory. In the domestic territory
                and in each territory that Company elects (or is required) to include
                merchandising in the license of rights to the domestic distributor
                ("Studio") (collectively,
                the "Studio Territory"), Owner shall be entitled to the following
                royalty: Thirty Five Percent (35%) of One Hundred Percent
                (100%) of
                "Net Merchandising
                Receipts" and Fifty Percent (50%) of One Hundred Percent (100%) of
                "Net
                Interactive Game Receipts". "Net Merchandising Receipts" shall be
                defined
                as gross merchandising receipts (including licensing fees received
                in connection with theme park rights) actually received by the
                Studio
                (net of returns and allowances) from licensing of the applicable
                rights in
                the Property in the Studio Territory after deduction of all unaffiliated
                third party royalties and participations (other than any participation
                payable to Escape
                Artists, LLC or its affiliates or principals), if any, actually paid
                by
                the Studio and unaffiliated foreign subagents fees (provided if any
                affiliate of the Studio is actually exploiting the rights (e.g.,
                exploitation by Sony electronics to
                produce product using the name and logo of the Property) then only
                amounts
                received by the Studio from such affiliate shall be included as gross
                merchandising receipts and the terms of any agreement between the
                Studio
                and any such affiliate shall be comparable to an arms length transaction
                with an
                unaffiliated third party. "Net Interactive Game Receipts" shall be
                defined
                as
                gross receipts actually received by the Studio from exploitation
                of the
                applicable
                Rights (net of returns and allowances) from the Studio Territory
                from
                "Interactive Rights" (as defined in Section 11.2.4 herein below),
                after
                deduction
                of all unaffiliated third party royalties and participations (other
                than
                any participation payable to Escape Artists, LLC or its affiliates
                or
                principals),
                if any, actually paid by the Studio and unrelated foreign subsubagents
                fees, if any. In the event that the Studio alone or through
                anyaffiliated
                company without the involvement of any third party
                manufacturermanufactures
                an interactive video game then in lieu of the percentage of Net
                Interactive
                Game receipts set forth in this Section above Owner shall receive
                a
                royalty of Seven and One Half Percent (7.5%) of "gross sales" as
                computedand
                adjusted per MIB Agreement (as defined below), which provides as
                follows:
                " `gross sales' shall mean the gross sales price on all shipments
                ofthe
                product, after the deduction of all returns and uncollectible accounts.
                And actual
                deductions for cash, trade, quantity or freight discounts. Alltransactions
                between Company and affiliated parties shall be governed byarms-length
                negotiations and prices, discounts and other monetary items determined
                thereby shall be consistent with such terms given to
                unaffiliatedthird
                parties."

            


    

     

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                11.2.2

              	
                Merchandising
                  Outside of the Studio Territory. Company and Owner shall jointly
                  control the merchandising rights (including interactive games)
                  outside of
                  the Studio Territory, and split all profits (after deduction of
                  costs and
                  third-party royalties) fifty percent (50%) to each of Owner and
                  Company;
                  provided, however, that if there is disagreement between Company
                  and Owner
                  regarding exploitation of the merchandising rights, Company's decisions
                  shall be final and binding; provided, further, that in the event
                  Company
                  or its successor is not actively in the business of developing,
                  producing
                  or distributing Motion Pictures, then Owner's decisions shall be
                  final and
                  binding.


              


      

    

     

    
      	
            	
              11.2.3

            	
              Hasbro First Look. Provided the Studio that is
                acquiring the rights
                to the First Picture in the domestic territory does not have a then
                pre-
                existing
                agreement with a toy company for toy merchandising, Company shall
                require the domestic distributor to give Hasbro a "first look" at
                entering
                into a licensing agreement for toy merchandising for the First Picture,
                provided
                if the studio and Hasbro do not enter into an agreement within 15
                business
                days of commencement of negotiations, then the studio shall have
                no
                further obligation to
                Hasbro.

            


    

     

    
      	
            	
              11.2.4

            	
              Interactive Rights Definition. "Interactive
                Rights" as used herein shall be as defined in the "Men In Black"
                Agreement
                ["MIB Agreement"]
                between Columbia Pictures and Malibu Comics, true and correct
                excerpts of which have been supplied to Company by Owner), which
                definition is as follows: (i) all interactive software in any delivery
                systems, including, without limitation, magnetic semiconductor and
                optical
                media, which
                is compatible with (A) video game console systems, (B) computer
                systems,
                (C) optical disc-based systems, such as CD-ROM, (D) coin actuated
                video
                game systems (i.e., interactive video entertainment which is enabled
                by
                insertion of a coin, token, or debit card), including upright and
                table-top models
                and kits and boards for the foregoing, and (E) hand-held video games,
                and
                (F) any location based video games, and (G) any variations of the
                above
                (including, e.g., virtual reality based on or derived from interactive
                software delivery systems as opposed to virtual reality presented
                in
                another manner, as, e.g.,
                theatrically), and (ii) notwithstanding the reservation of rights,
                comic
                books
                published or appearing on video and video disc and optical disc-based
                systems to the extent that said comic books involve interactive choices
                by
                the reader resulting in different game play scenarios (as opposed
                to comic
                books using video, video disc or optical disc-based systems as a
                medium
                akin to traditional publishing to be read by a reader without interactive
                choices other than for storytelling purposes [such as branching
                stories]).

            


    

     

    
      	
            	
              11.2.5

            	
              Merchandise Items Samples. Company shall cause
                the Studio to provide to Owner twenty (20) samples of each type of
                merchandise to Owner,
                excluding any items with a cost of $100 or more. Owner shall have
                the
                right to purchase any item of available merchandise at cost (but
                such
                items
                may not be resold)."

            


    

     

    
      	 	 	
            


    

    


    
      
        
          	
                	
                  
                    (d)   

                  

                	
                  
                    The
                      following shall be added to the end f paragraph
                      18.1:

                  

                


        

                                            

      

    

                      "In
      addition, subject to the approval of the Studio, Owner shall receive a
      nonanimated logo after the end titles of the Picture."

     

    Wannest
      regards,

     

    ESCAPE
      ARTISTS PRODUCTIONS, LLC

     

    
    

    
      	 	PLATINUM
              STUDIOS, LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Scott  Mitchell
              Rosenberg	 
	 	 	 	 
	 	 	Chairman	 
	 	 	 	 




     

    I:\ESCAPE
      ARTISTS PROJECTS I \Cowboys & Aliens\Letters\Cowboys & Aliens_Bob
      Wyman_Option Purchase 3-18-04.doc

    


    
      
        
        

      

      
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