Exhibit 4.2

                              CONTRACTOR AGREEMENT

This Agreement is entered into as of February 10, 2004 between Odyssey Pictures
Corporation, a Nevada corporation ("Odyssey"), with offices at 16910 Dallas
Parkway, Suite 104, Dallas, Texas 75248 and Ian Jessel, residing at: 16904 Donna
Ynez Lane Pacific Palisades, CA 90272 (herein referred to as "Contractor") or as
both may be referred to herein from time to time as the Parties (the "Parties").

The term of this Agreement shall commence on February
                  15, 2004 and end on June 30, 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 International Consultant 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 non-exclusive 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
                  rate of $240,000 during the Term, payable in 16 monthly
                  installments of $15,000 (the "Installments") on or before the
                  last day of every month. A review between Odyssey and
                  Contractor shall occur no later than one (1) week prior to the
                  anniversary date of the contract. 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. During the first two months of the agreement the
                  installments shall be paid only in cash. Commencing on the
                  third month of the agreement the installments may be paid in
                  cash or stock. In the case of stock, Odyssey shall cause to
                  have registered such shares under the rules of "S-8" pursuant
                  to the Securities Act of 1933 ("S-8 Shares") and such issue
                  shall be based upon the price of trading on the particular day
                  that they are agreed to be issued.

         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.


                                       1
<PAGE>

         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)      $25,000 for each motion picture for which
                                    Odyssey has Concluded Negotiations, whose
                                    direct cost budget is $4,000,000 or less;

                           (ii)     $50,000 for each motion picture for which
                                    Odyssey has Concluded Negotiations, whose
                                    direct cost budget is between $4,000,000 and
                                    $10,000,000;

                           (iii)    $75,000 for each motion picture for which
                                    Odyssey has Concluded Negotiations, whose
                                    direct cost budget is more than $10,000,000.

                  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 any compensation therefore.

         8.       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.

         9.       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.

         10.      Termination. This Agreement may be terminated by either party
                  prior to the end of the Term


                                       2
<PAGE>

                  (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)      If either party determines that it no longer desires to pursue
                  lines of business contemplated by this agreement.

         11.      Effect of Termination or Resignation. In the event that this
                  Agreement is terminated pursuant to Paragraph 11 above,
                  neither party shall have any further duties or obligations
                  under this Agreement.

         12.      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


                                       3
<PAGE>

                  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.

         13.      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.

         14.      Arbitration\Attorney's Fees. Any disputes arising under this
                  Memorandum of Agreement shall be resolved by arbitration in
                  accordance with the rules of the AFMA Arbitration. 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 attorneys' fees. The arbitrator shall be familiar
                  with the motion picture industry.

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

         16.      Miscellaneous. California 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.

         17.      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.

         18.      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:

                           Ian Jessel 16904 Donna Ynez Lane Pacific Palisades,
                           CA 90272


                                       4
<PAGE>

         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:

                                    --------------------------------------------
                                    Ian Jessel