Exhibit 4.3

                              CONTRACTOR AGREEMENT

This Agreement is entered into as of December 31, 2001 between Odyssey Pictures
Corporation, a Nevada corporation ("Odyssey"), with offices at 16910 Dallas
Parkway, Suite 104, Dallas, Texas 75248 and Francesco Lucente, residing at:
11434 Moorpark Street, Suite 104, Studio City, California, 91604 USA

         1.       Term. The term of this Agreement shall commence on January 1,
                  2002 and end on December 31, 2005(the "Term"), unless this
                  Agreement is earlier terminated pursuant to the provisions of
                  Paragraph 11.

         2.       Services.

                  (a)      Odyssey hereby enters into this agreement with
                           Contractor as Vice President of Production of Odyssey
                           with powers and duties consistent therewith and as
                           may be delegated or assigned by the Board of
                           Directors of Odyssey or its Chief Executive Officer
                           and/or President from time to time, and Contractor
                           hereby agrees to accept such engagement on the terms
                           and conditions herein set forth.

                  (b)      Contractor's services shall be performed at
                           Contractor's own facilities. Contractor understands
                           and agrees that Contractor's duties may require
                           extensive temporary travel both in the U.S. and
                           abroad. Contractor's travel and accommodations will
                           be in accordance with Odyssey's company policy for
                           executive travel and accommodations as it is or may
                           change from time to time; provided, however, in the
                           event that it is necessary for Contractor to travel
                           in connection with his duties hereunder, with a major
                           director or star who travels first class, Contractor
                           shall be entitled to also travel first class. If
                           Contractor is required to stay overnight in a hotel
                           in connection with his duties hereunder, Contractor
                           shall be entitled to stay at a hotel of his choice in
                           at reasonable room rates. Contractor shall be
                           entitled to a per diem of no less than $150.00 per
                           day.

                  (c)      During the term of this Agreement, Contractor shall
                           devote his full business time and energies to the
                           performance of his duties hereunder in an honest
                           manner and under the direction of the Board of
                           Directors of Odyssey and/or its Chief Executive
                           Officer and/or President.

         3.       Fixed Compensation. Odyssey shall pay Contractor a contract
                  rateof $60,000 per year during the Term, payable in
                  semi-monthly installments on the first and sixteenth of every
                  month. An annual review between Odyssey and Contractor shall
                  occur no later than one (1) week prior to the anniversary date
                  of thecontract. During such review, Odyssey and Contractor
                  shall determine whether an increase in base rate and bonuses
                  and participations, including travel and accommodations, per
                  diem, and their related terms and conditions shall be
                  recommended to the Board of Directors for approval.

         4.       Stock Options. Odyssey hereby grants Contractor qualified
                  stock options to purchase shares of Odyssey's Common Stock,
                  pursuant to r any plan subsequently adopted and approved by
                  the Board of Directors or the stockholders or both
                  (individually and collectively, the "Plan") at an exercise
                  price equal to the fair market value of Common Stock, as
                  quoted on NASDAQ on the date prior to the date hereof (the
                  "Exercise Price"). The Options are exercisable in whole or in
                  part or in parts at any time up to the end of the Term,
                  subject to earlier termination pursuant to the Plan or as
                  herein provided. Options granted under this Paragraph 4 shall
                  not be transferable by Contractor.


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         5.       Use of Odyssey's Staff. Contractor shall be entitled to use
                  the assistance of the staff of Odyssey or that of other
                  secretaries employed by Odyssey for the purpose of performing
                  Contractor's necessary duties.

         6.       Bonus. Contractor shall be entitled to receive a cash bonus
                  for each motion picture for which Odyssey has "Concluded
                  Negotiations" (defined as a contract signed by all parties and
                  without any remaining contingencies) during the Term with
                  respect to the right to distribute said motion picture in the
                  Foreign Territory (the world, other than the United States,
                  Canada, their territories and possessions, military and
                  diplomatic installations wherever situated and common carriers
                  flying the United States or Canadian flag) or Domestic
                  Territory (the United States and Canada and their territories
                  and possessions, military and diplomatic installations
                  wherever situated and common carriers flying the United States
                  or Canadian flag), or both the Foreign and Domestic
                  Territories.

                  a)       Payment Structure. Odyssey shall pay the following
                           Bonuses, based on the completions status as described
                           below, to Contractor for up to a maximum of eight (8)
                           pictures:

                           (i)      $50,000 for each finished motion picture
                                    acquired pursuant to a signed binding
                                    contact brought to Odyssey by Contractor;

                           (ii)     $75,000 for each motion picture for which
                                    Odyssey has Concluded Negotiations, whose
                                    direct cost budget is $7,000,000 or less,;

                           (iii)    $150,000 for each motion picture for which
                                    Odyssey has Concluded Negotiations, , whose
                                    direct cost budget is between $7,000,000 and
                                    $15,000,000;

                           (iv)     $250,000 for each motion picture for which
                                    Odyssey has Concluded Negotiations, whose
                                    direct cost budget is more than $15,000,000.

                  b)       When Paid. Each bonus shall be paid no later than
                           five (5) business days following the later of the
                           start of: a) principal photography according to such
                           motion picture's approved draw schedule; or b)
                           funding for the producer's line item per the approved
                           draw schedule.

         7.       Other Services. Contractor may be, during the Term, required
                  to or assigned to the position of Director of certain motion
                  pictures and television (mini) series or motion pictures that
                  Odyssey shall undertake (Other Services). In this case, a
                  separate agreement shall refer and outline the detail of the
                  Other Services and Odyssey may grant a leave during the time
                  that Contractor's services are used on an exclusive basis for
                  a particular project.

         8.       Vacation. Contractor shall be entitled to two (2) weeks of
                  paid leave from his duties per year during the Term.
                  Contractor shall request such leave thirty days prior to the
                  date of leave and keep the Chairman of the Board and/or
                  President of Odyssey fully advised of Contractor's location
                  and telephone numbers where Contractor can be contacted during
                  such paid leave and will maintain reasonable contact with the
                  offices of Odyssey during such vacations.

         9.       Benefit Plans. Contractor shall be entitled to participate in
                  such medical insurance, disability insurance and pension and
                  other Contractor plans as Odyssey shall from time to time make
                  available to the senior executives of Odyssey.


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         10.      Reimbursable Expenses. Contractor shall be reimbursed for all
                  reasonable business expenses incurred by Contractor on
                  Odyssey's behalf in the performance of his duties hereunder
                  against presentation of itemized accounts of such
                  expenditures, prepared in accordance with Odyssey's practices
                  consistently applied. Reimbursements shall be made only after
                  written request therefore. Such request shall generally be
                  submitted not less frequently than every thirty (30) days.
..
         11.      Termination. This Agreement (subject to any cure periods
                  provided for hereunder) may be terminated by Odyssey prior to
                  the end of the Term for the following reasons by written
                  notice to Contractor:

                  (a)      upon permanent physical or mental disability of
                           Contractor (for purposes of this Agreement, permanent
                           physical or mental disability shall be deemed to have
                           occurred when, as a result of physical or mental
                           illness, Contractor has been unable to materially
                           perform Contractor's duties as set forth in Paragraph
                           1 hereof for a period of one (1) calendar month); or

                  (b)      notwithstanding any requirement of written notice,
                           immediately upon the death of Contractor; or

                  (c)      Upon:

                           (i)      refusal by Contractor to follow a lawful and
                                    reasonable order or direction of the Board
                                    of Directors of Odyssey or its Chief
                                    Executive Officer or President.

                           (ii)     the occurrence of any material breach by
                                    Contractor of Contractor's obligations under
                                    this Agreement;



                           (iii)    conduct by Contractor that is determined by
                                    a court to constitute a felony of moral
                                    turpitude under any federal or state law,
                                    except for a violation of any obscenity law
                                    with respect to the production or
                                    acquisition of motion pictures; or (iv)
                                    Contractor shall commit any act or omit to
                                    take any action in bad faith and to the
                                    detriment of Odyssey or any of its
                                    subsidiaries.

                           With respect to items (c)(i) and (c)(ii) there shall
                           be a cure period of seven (7) days after the written
                           notice of the refusal or material breach from Odyssey
                           to Contractor.

                  (d)      Upon ninty days written notice if Odyssey determines
                           that it no longer desires to pursue lines of buisness
                           contemplated by this agreement or for financial
                           reasons at Odyssey's sole discretion.

         12.      Effect of Termination or Resignation. In the event that this
                  Agreement is terminated pursuant to Paragraph 11 above, or
                  Contractor shall resign Contractor's position prior to the end
                  of the Term, Odyssey shall have no further duties or
                  obligations under this Agreement, except:

                  (a)       (i)     in the event of a termination by Odyssey
                                    under Paragraphs 11(b) or 11(c) hereof,
                                    Odyssey shall be obligated to continue to
                                    pay Contractor the compensation and benefits
                                    pursuant to the terms of Paragraph 3 up to
                                    the date of such termination; or


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                  (a)       (ii)    in the event of termination pursuant to
                                    Paragraph 11(a), Odyssey shall continue to
                                    pay Contractor the compensation payable
                                    pursuant to Paragraph 3 for a period of one
                                    (1) month after the date of such
                                    termination; or

                  (a)       (iii)   in the event of a termination under
                                    Paragraph 11 (d) Odyssey shall continue to
                                    pay the compensation and benfits pursuant to
                                    the terms of Paragraph 3 up through the end
                                    of the ninty day period; or

                  (b)               in the event of a termination by Odyssey
                                    pursuant to Paragraphs 11(b) or 11(c) or
                                    Contractor's resignation, the unexercised
                                    portion of any options granted herein shall
                                    terminate; or

                  (c)               In the event of a termination of Contractor
                                    for a reason other than as specified in
                                    Paragraph 11, Odyssey shall be obligated to
                                    continue to pay to Contractor all the
                                    compensation and fringe benefits pursuant to
                                    the terms of Paragraph 3 hereof up to and
                                    including the last day of the Term (the
                                    "Severance Period") in accordance with the
                                    payment provisions set forth herein unless
                                    and until Contractor commences employment or
                                    contracts with another party. If during the
                                    Severance Period Contractor materially
                                    breaches his obligations under Paragraphs ,
                                    13 or 14, Odyssey may terminate the
                                    Severance Period and cease to make any
                                    further payments or to provide to fringe
                                    benefits.

         13.      Obligation to Mitigate Damages. Contractor shall be required
                  to mitigate the amount of any payment provided for in
                  Paragraph 10 by seeking other employment in the entertainment
                  industry, but subject to Paragraph 14, the amount of any
                  payment provided for in Paragraph 10(c) shall be reduced (but
                  not below zero) by any compensation and benefits earned by
                  Contractor from such subsequent employment.

                  14.      Confidentiality. Except with respect to the
                           disclosure of the terms of this Agreement to agents
                           of Contractor, during the Term and at all times
                           thereafter, Contractor shall hold in confidence for
                           Odyssey and shall not publish, disclose or make
                           accessible to any other person or entity any
                           confidential information relating to the business and
                           affairs of Odyssey or its subsidiaries that may come
                           to Contractor's knowledge or has come to his
                           knowledge, including but not limited to, trade
                           secrets, "know-how," research projects, and matters
                           of a business nature, such as information about
                           costs, profits, markets, sales, customers and
                           suppliers, and other information of a similar
                           confidential nature, and plans for future development
                           of Odyssey and its subsidiaries ("Confidential
                           Information"). Except as required in the performance
                           of Contractor's duties to Odyssey under this
                           Agreement, Contractor shall not use for his own
                           benefit or disclose to any person, directly or
                           indirectly, any such information unless such use or
                           disclosure has been specifically authorized by
                           Odyssey in advance. This provision shall not apply to
                           court-ordered disclosure, deposition or other such
                           procedures. In the event Contractor is requested or
                           required (by oral questions, interrogatories,
                           requests for information or documents, subpoena,
                           Civil Investigative Demand or other process) to
                           disclose Confidential Information, Contractor will
                           provide Odyssey with prompt notice of any such
                           request or requirement so that Odyssey may seek an
                           appropriate protective order or waive Contractor's
                           compliance with this Paragraph 12. If, failing the
                           entry of a protective order or the receipt of a
                           waiver hereunder, Contractor is compelled to disclose
                           Confidential Information, Contractor may disclose
                           that portion of the Confidential Information which
                           Contractor's counsel advises you that you are
                           compelled to disclose.

                  15.      Return of Documents and Property. Upon the
                           termination of the Contractor's employment by
                           Odyssey, or at any time upon the request of Odyssey,
                           Contractor (or Contractor's heir or personal
                           representative) shall deliver to Odyssey (i) all
                           documents and materials containing confidential
                           information relating to the business and affairs of
                           Odyssey or its subsidiaries, and (ii) all other
                           documents, materials and other property belonging to
                           Odyssey or its subsidiaries that are in the
                           possession or under the control of Contractor.


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         16.      Exclusivity; Non-Competition. Contractor agrees that he will
                  not:

                  (a)      during the period that Contractor is employed by
                           Odyssey under this Agreement engage in, or otherwise,
                           directly or indirectly, be employed by, or act as a
                           consultant, advisor or lender to, or be a director,
                           officer, Contractor, owner, or partner of (other than
                           Contractor's currently operating corporation Pioneer
                           Pictures, Inc./Horus Worldwide Pictures), any other
                           business or organization, whether or not such
                           business or organization now is or shall then be
                           competing with the Odyssey or any of its subsidiaries
                           (provided, however, nothing herein shall prevent
                           Contractor from receiving credit or compensation of
                           any kind with respect to services provided to other
                           parties pursuant to contracts or otherwise, for
                           services rendered prior to the commencement of the
                           Term; and where Contractor provides services as a
                           Motion Picture and/or Television Producer and/or
                           Director and/or Screenwriter during the Term) and

                  (b)      for a period of three (3) months after Contractor
                           ceases to be under contract by Odyssey in accordance
                           with Paragraph 11 or Contractor resigns before the
                           end of the Term, directly or indirectly, to engage in
                           or compete with Odyssey or its subsidiaries in the
                           business of international film distribution or film
                           finance (other than as a Motion Picture and/or
                           Television producer and/or director and/or
                           screenwriter), or be employed by, or act as
                           consultant, advisor or lender to, or be a officer,
                           Contractor, owner, or partner of, any business or
                           organization which, at the time of such cessation,
                           directly or in indirectly engages in or competes with
                           Odyssey or its subsidiaries in the business of
                           international film distribution or film finance; or

                  (c)      for a period of six (6) months after Contractor
                           ceases to be under contract with Odyssey in
                           accordance with Paragraph 11 or Contractor resigns
                           prior to the end of the Term, whether for his own
                           account or for the account of any other individual,
                           partnership, firm, corporation or other business
                           organization (other than Odyssey and/or Contractor's
                           currently operating corporation, Pioneer Pictures,
                           Inc./Horus Worldwide Pictures), intentionally,
                           endeavor to entice away from Odyssey, or any of its
                           subsidiaries or otherwise interfere with the
                           relationship of Odyssey or any of its subsidiaries
                           with, any person who is employed by or otherwise
                           engaged to perform services for Odyssey or any of its
                           subsidiaries (including, but not limited to, any
                           independent sales representatives or organizations or
                           any suppliers of Odyssey or any of its subsidiaries)
                           or any person or entity who is, or was within the
                           then most recent twelve (12) month period a customer,
                           supplier or client of Odyssey or any of its
                           subsidiaries.

         17.      Other Project Exception. Notwithstanding all the foregoing,
                  Odyssey recognizes that Contractor is obligated to supply
                  non-exclusive services to his currently operating motion
                  picture and television company Pioneer Pictures, Inc./Horus
                  Worldwide Pictures and its related motion picture and
                  television projects, including all producing and/or directing
                  and/or screenwriting services. Such services may include, but
                  not limited to, telephone conferences, occasional conferences
                  in person and review of material. Said services to the extent
                  so required, may not, however, interfere with Contractor's
                  services hereunder in any material way except as Contractor is
                  required to produce and/or direct and/or write Motion Picture
                  and Television Projects.

         18.      Arbitration\Attorney's Fees. Any disputes arising under this
                  Memorandum of Agreement shall be resolved by arbitration in
                  Dallas, Texas in accordance with the rules of the American
                  Arbitration Association in Texas. Both parties shall be
                  entitled to engage in all forms of discovery as permitted by
                  the Civil Code. The party found to be liable pursuant to such
                  arbitration shall indemnify the other party for its costs
                  shall bear all costs of arbitration and its reasonable


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                  attorneys' fees. The arbitrator shall be familiar with the
                  motion picture industry.

         19.      Press Release. The parties agree to announce Contractor's
                  engagement hereunder with a press release mutually approved by
                  Odyssey and Contractor.

         20.      Miscellaneous. Texas law governs this Agreement without giving
                  effect to conflicts of law. Any waiver by a party hereto of
                  the breach of a right granted to such party hereunder shall
                  not operate as or be construed as a waiver of any other breach
                  of such provision or any breach of any other provision of this
                  Agreement. The failure of any party to insist on strict
                  adherence to any term of this Agreement on one or more
                  occasions shall not be considered a waiver or deprive that
                  party of the right thereafter to insist upon strict adherence
                  to that term or any other term of this Agreement. No waiver of
                  one provision hereof shall constitute a waiver of any other
                  provisions.

         21.      Entire Agreement. This Agreement contains the entire agreement
                  between the parties with respect to the subject matter hereof
                  and supersedes all prior oral and written agreements,
                  understandings and commitments between the parties. No
                  amendment to this Agreement may be made except in writing
                  signed by all parties hereto

         22.      Notices. Any notice, request, demand or other communication
                  required or permitted to be given under this Agreement shall
                  be in writing and shall be deemed properly given upon the
                  personal delivery thereof if delivered, or if mailed, three
                  (3) business days after having been mailed by registered mail
                  addressed to the party to which the notice is given:


         If to the Odyssey:

                           Odyssey Pictures Corporation
                           16910 Dallas Parkway, Suite 104
                           Dallas, Texas 75248

         If to the Contractor:

                           Francesco Lucente
                           11434 Moorpark St., Suite 104
                           Studio City, CA. 91602
                           USA

         Any party may change the address to which such notices are to be
addressed by giving the other parties notice in the manner herein set forth,
provided that any notice of changed address shall be effective only upon
receipt. Any party may, in writing, designate its or his counsel to receive or
give any or all communications required or permitted to be given hereunder

         IN WITNESS WHEREOF, the Odyssey has caused this Agreement to be
executed by its duly authorized office, and Contractor has executed this
Agreement, as of the date first above written.



                                    ODYSSEY PICTURES CORPORATION


                                    By:
                                    --------------------------------------------
                                    John Foster


                                    AGREED AND ACCEPTED BY:
                                    ----------------------


                                    --------------------------------------------
                                    Francesco Lucente



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