Unassociated Document


    
      

      

    

    OPTION/PURCHASE
AGREEMENT

     

     

     

     

    THIS
AGREEMENT, made and entered into as of November 15, 2008, by and between
Writers' Group Film Corp. (hereinafter "Owner") and Cruck Productions, Inc.,
(hereinafter "Purchaser").

     

     

    1.
OWNER'S REPRESENTATIONS AND WARRANTIES:

     

     

    (a) Sole
Proprietor:  Owner represents and warrants to Purchaser that Owner is the
sole and exclusive proprietor, throughout the world of the screenplay " Forever
Man," that certain original literary material written by Owner (the "Literary
Material").

     

     

    (b)
Facts:  Owner represents and warrants to Purchaser that the following
statements are true and correct in all respects with respect to said Literary
Material:

     

     

    (i)
Literary Material was written by Glenn M. Benest, but Owner is the sole author
of the Literary Material for all legal purposes.

     

     

    (ii) The
Literary Material is unpublished, and in exchange for $200, Owner agrees to and
does hereby give and grant to Purchaser the exclusive and irrevocable option to
purchase from Owner the rights in the Property as described in Exhibit "A" for
the total purchase price specified and payable as provided in Exhibit "A,"
provided that any sums paid under this Clause 2 or any other provision of this
agreement with respect to the option shall be credited against the first sums
payable on account of such purchase price.  If  Purchaser shall fail
to exercise this option, then the sums paid to Owner hereunder with respect to
the option shall be and remain the sole property of Owner.

     

     

    3. OPTION
PERIOD:  The within option shall be effective during the period commencing
on the date hereof and ending ten month(s) later (the "Initial Option Period").
 The Initial Option Period may be extended for an additional 20 month(s) by
the payment of $2,400  on or before the expiration date specified above
(the "Second Option Period").

     

     

    4.
EXERCISE OF OPTION:

     

     

    (a)
Notice of Exercise:  If Purchaser elects to exercise the within option,
Purchaser (at any time during the option period) shall serve upon Owner written
notice of the exercise thereof by addressing such notice to Owner at his address
as specified in Exhibit "A" and by depositing such notice, so addressed by
certified mail, return receipt requested with postage prepaid, in the United
States mail.  The deposit of such notice in the United States mail as
hereinabove specified shall constitute service thereof, and the date of such
deposit shall be deemed to be the date of service of such notice.

     

     

    (b) The
purchase price shall be paid to Owner in accordance with Exhibit
"A."

     

     

    
      
        
        

      

      
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    (c) The
option may be exercised only by notice in writing as aforesaid; no conduct or
oral statement by Purchaser or his agents, representatives or employees shall
constitute an exercise of the option.

     

     

    (d)
Additional Documents:  If Purchaser exercises the within option, Owner,
without cost to Purchaser (other than the consideration provided for herein or
in Exhibit "A") shall execute, acknowledge and deliver to Purchaser, or shall
cause the execution, acknowledgment and delivery to Purchaser of, such further
instruments as Purchaser may reasonably require in order to confirm unto
Purchaser the rights, licenses, privileges and property which are the subject of
the within option.  If Owner shall fail to execute and deliver or to cause
the execution and delivery to Purchaser of any such instruments, Purchaser is
hereby irrevocably granted the power coupled with an interest to execute such
instruments and to take such other steps and proceedings as may be necessary in
connection therewith in the name and on behalf of Owner and as Owner's
attorney-in-fact.  Owner shall supply all supporting agreements and
documentation requested by Purchaser.

     

     

    Owner
agrees to cause the publisher or publishers of the Property, if any, and any
other person, firm or corporation having or claiming any interest in or to the
Property, to execute, acknowledge and deliver to Purchaser promptly upon the
execution hereof, quitclaims or assignments in form satisfactory to Purchaser,
whereby such publisher or other parties quitclaim to Owner all their right,
title and interest (or acknowledge and agree that they have no such right, title
or interest) in or to any of the rights, licenses, privileges and property
agreed to be granted to Purchaser upon the exercise of the option.

     

     

    5.
EFFECTIVENESS OF EXHIBIT "A":  Concurrently with the execution of this
agreement Owner has executed Exhibit "A" (Literary Purchase Agreement), which is
undated, and it is agreed that if Purchaser shall exercise the option (but not
otherwise) then the signature of Owner to Exhibit "A" shall be deemed to be
effective and this Exhibit shall constitute a valid and binding agreement and
assignment effective as of the date of exercise of such option, and Purchaser is
hereby authorized and empowered to date such instrument accordingly.  If
Purchaser shall fail to exercise the option, then the signature of Owner to
Exhibit "A" shall be void and of no further force or effect whatever, and
Purchaser shall not be deemed to have acquired any rights in or to the Property
other than the option hereinabove provided for.  If Purchaser exercises the
option, Purchaser will execute and deliver to Owner copies of Exhibit "A," dated
as of the date of the exercise of the option, and Owner will, if so requested by
Purchaser, execute and deliver to Purchaser additional copies of Exhibit "A".
 Notwithstanding the failure or omission of either party to execute and/or
deliver such additional documents, it is agreed that upon the exercise of the
option by Purchaser all rights in and to the Property agreed to be transferred
to Purchaser pursuant to the provisions of Exhibit "A" shall be deemed vested in
Purchaser, effective as of the date of exercise of the option, which rights
shall be irrevocable.

     

     

    


    
      
        
        

      

      
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    6. RIGHT
TO ENGAGE IN PREPRODUCTION:  Owner acknowledges that Purchaser may during
the option period, undertake production and preproduction activities in
connection with any of the rights to be acquired hereunder including, without
limitation, the preparation and submission of treatments and/or screenplays
based on the Property.

     

     

    7.
RESTRICTIONS:  During the option period, Owner shall not exercise or
otherwise utilize any of the rights herein granted to Purchaser and as more
particularly described in Exhibit "A" hereof nor the rights reserved to Owner
pursuant to Clause 2 (Rights Reserved) of Exhibit "A," nor shall Owner permit
the use of nor shall Owner use any other right Owner has reserved in a way that
would in any manner or for any purpose unfairly compete with, interfere with or
conflict with the full and unrestricted use of the rights herein granted to
Purchaser and as described in Exhibit "A."

     

     

    8.
ASSIGNMENT:  This Option Agreement and the rights granted hereunder may be
assigned by Purchaser to any other person, firm or corporation.

     

     

    9. OPTION
REVERSION:

     

     

    (a) If
the Purchaser does not timely exercise the option during its original or
extended term and timely pay the purchase price, the option shall terminate and
all rights in the Literary Material shall immediately revert to the Owner.
 The Owner shall retain all sums therefore paid.  Purchaser shall
immediately execute and deliver to Owner any assignments and documents required
to effectuate the Reversion.  If Purchaser shall fail or be unable to do
so, Purchaser hereby grants owner a power coupled with an interest to execute
and deliver such documents as Purchaser's attorney-in-fact.

     

     

    10.
GENDER AND NUMBER:  Terms used herein in the masculine gender include the
feminine and neuter gender, and terms used in the singular number include the
plural number, if the context may require.

     

     

    11.
SECTION HEADINGS:  The headings of paragraphs, sections and other
subdivisions of this agreement are for convenient reference only.  They
shall not be used in any way to govern, limit, modify, construe this agreement
or any part or provision thereof or otherwise be given any legal
effect.

     

     

    12.
ENTIRE AGREEMENT:  This agreement, including the Exhibits attached hereto,
contains the full and complete understanding and agreement between the parties
with respect to the within subject matter, and supersedes all other agreements
between the parties whether written or oral relating thereto, and may not be
modified or amended except by written instrument executed by both of the parties
hereto.  This agreement shall in all respects be subject to the laws of the
State of California  applicable to agreements executed and wholly performed
within such State.  All the rights, licenses, privileges and property
herein granted to Purchaser are irrevocable and not subject to rescission,
restraint, or injunction under any or all circumstances.

     

     

    
      
        
        

      

      
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    13.
ARBITRATION:  This Agreement shall be interpreted in accordance with the
laws of the State of California, applicable to agreements executed and to be
wholly performed therein.  Any controversy or claim arising out of or in
relation to this Agreement or the validity, construction or performance of this
Agreement, or the breach thereof, shall be resolved by arbitration in accordance
with the rules and procedures of AFMA, as said rules may be amended from time to
time with rights of discovery if requested by the arbitrator.  Such rules
and procedures are incorporated and made a part of this Agreement by reference.
 If AFMA shall refuse to accept jurisdiction of such dispute, then the
parties agree to arbitrate such matter before and in accordance with the rules
of the American Arbitration Association under its jurisdiction in Lancaster
before a single arbitrator familiar with entertainment law.  The parties
shall have the right to engage in pre-hearing discovery in connection with such
arbitration proceedings.  The parties agree hereto that they will abide by
and perform any award rendered in any arbitration conducted pursuant hereto,
that any court having jurisdiction thereof may issue a judgment based upon such
award and that the prevailing party in such arbitration and/or confirmation
proceeding shall be entitled to recover its reasonable attorneys' fees and
expenses. The arbitration will be held in the city of Lancaster, California and
any award shall be final, binding and non-appealable.  The Parties agree to
accept service of process in accordance with the AFMA Rules.

     

     

    IN
WITNESS WHEREOF, the parties hereto have signed this Option Agreement as of the
day and year first hereinabove written.

     

     

    


     

     

    OWNER:

     

     

    
_____________________________________________

    Writers'
Group Film Corp.

    By: Tal
L. Kapelner, President

     

    


     

     

    PURCHASER:

     

     

    


     

    /s/ Michael Noone

    _____________________________________________

     

    Michael
Noone, President on behalf of

    Cruck
Productions, Inc.

     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

     

    Purchase
Agreement

     

     

    This
Agreement made on November 15, 2008 by and between Writers' Group Film Corp.
(hereinafter referred to as "Owner") and Cruck Productions, Inc. (hereinafter
referred to as "Purchaser").

     

    W I T N E
S S E T H

     

    WHEREAS,
Owner is the sole and exclusive owner throughout the world of all rights in and
to the literary work entitled: " Forever Man", and in exchange for $800, does
hereby grant Purchaser all the rights herein granted including the production of
one or more theatrical or television motion pictures, according to the following
payment schedule.

     

     

    (a) For
any mini-series, $17,000 per hour, pro-rated for part hours.

     

     

    (b) For
any sequel or remake of a theatrical or television motion picture based on the
Property, one-half and one-third, respectively, of the amount paid for the
initial motion picture, payable upon commencement of principal photography of
the subsequent production.

     

     

    (c) For
any television series produced, based on the Property, Purchaser will pay the
following royalties per initial production upon completion of production of each
program:  up to 30 minutes, $30,000; over 30, but not more than 60 minutes,
$50,000; over 60 minutes, $150,000; and in addition to the foregoing, as a
buy-out of all royalty obligations, one hundred percent (100%) of the applicable
initial royalty amount, in equal installments over five (5) reruns, payable
within thirty (30) days after each such rerun. Owner shall have a right of first
negotiation to direct the pilot for any television series.

     

     

    6.
REPRESENTATIONS AND WARRANTIES:

     

     

    (a) Sole
Proprietor:  Owner represents and warrants to Purchaser that Owner is the
sole and exclusive proprietor, throughout the universe, of  that certain
original literary material written by Owner entitled " Forever
Man."

     

     

    (b)
Facts:  Owner represents and warrants to Purchaser as follows:

     

     

    (i) Owner
is the sole author of the Property for all legal purposes.

     

     

    (ii) The
Property is unpublished.

     

     

    Additionally,
if Purchaser shall exploit any other rights in and to the Property, then
Purchaser agrees to give appropriate source material credit to the Property, to
the extent that such source material credits are customarily given in connection
with the exploitation of such rights.

     

     

    
      
        
        

      

      
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    No casual
or inadvertent failure to comply with any of the provisions of this clause shall
be deemed a breach of this agreement by the Purchaser.  Owner hereby
expressly acknowledges that in the event of a failure or omission constituting a
breach of the provisions of this paragraph, the damage (if any) caused Owner
thereby is not irreparable or sufficient to entitle Owner to injunctive or other
equitable relief.  Consequently, Owner's rights and remedies in the event
of such breach shall be limited to the right to recover damages in an action at
law.  

     

     

    11. RIGHT
OF FIRST NEGOTIATION:  Purchaser shall have a right of first negotiation on
all Reserved Rights.  The term "Right of First Negotiation" means that if,
after the expiration of an applicable time limitation, Owner desires to dispose
of or exercise a particular right reserved to Owner herein ("Reserved Right"),
whether directly or indirectly, then Owner shall notify Purchaser in writing and
immediately negotiate with Purchaser regarding such Reserved Right.  If,
after the expiration of thirty (30) days following the receipt of such notice,
no agreement has been reached, then Owner may negotiate with third parties
regarding such Reserved Right subject to Clause 12 infra.

     

     

    12. RIGHT
OF LAST REFUSAL:  The Purchaser shall have a right of last refusal on all
Reserved Rights. The term "Right of Last Refusal" means that if Purchaser and
Owner fail to reach an agreement pursuant to Purchaser's right of first
negotiation, and Owner makes and/or receives any bona fide offer to license,
lease and/or purchase the particular Reserved Right or any interest therein
("Third Party Offer"), and if the proposed purchase price and other material
terms of a Third Party Offer are no more favorable to Owner than the terms which
were acceptable to Purchaser during the first negotiation period, Owner shall
notify Purchaser, by registered mail or telegram, if Owner proposes to accept
such Third Party Offer, the name of the offerer, the proposed purchase price,
and other terms of such Third Party Offer.  During the period of thirty
(30) days after Purchaser's receipt of such notice, Purchaser shall have the
exclusive option to license, lease and/or purchase, as the case may be, the
particular Reserved Right or interest referred to in such Third Party Offer, at
the same purchase price and upon the same terms and conditions as set forth in
such notice.  If  Purchaser elects to exercise thereof by registered
mail or telegram within such thirty (30) day period, failing which Owner shall
be free to accept such Third Party Offer; provided that if any such proposed
license, lease and/or sale is not consummated with a third party within thirty
(30) days following the expiration of the aforesaid thirty (30) day period,
Purchaser's Right of Last Refusal shall revive and shall apply to each and every
further offer or offers at any time received by Owner relating to the particular
Reserved Right or any interest therein; provided, further, that Purchaser's
option shall continue in full force and effect, upon all of the terms and
conditions of this paragraph, so long as Owner retains any rights, title or
interests in or to the particular Reserved Right.  Purchaser's Right of
Last Refusal shall inure to the benefit of Purchaser, its successors and
assigns, and shall bind Owner and Owner's heirs, successors and
assigns.

     

     

    


    
      
        
        

      

      
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    13. NO
OBLIGATION TO PRODUCE:  Nothing herein shall be construed to obligate
Purchaser to produce, distribute, release, perform or exhibit any motion
picture, television, theatrical or other production based upon, adapted from or
suggested by the Property, in whole or in part, or otherwise to exercise,
exploit or make any use of any rights, licenses, privileges or property granted
herein to Purchaser.

     

     

    14.
ASSIGNMENT:  Purchaser may assign and transfer this agreement or all or any
part of its rights hereunder to any person, firm or corporation without
limitation, and this agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors, representatives and assigns
forever.

     

     

    15. NO
PUBLICITY:  Owner will not, without Purchaser's prior written consent in
each instance, issue or authorize the issuance or publication of any news story
or publicity relating to (i) this Agreement, (ii) the subject matter or terms
hereof, or to any use by Purchaser, its successors, licensees and assigns, and
(iii) any of the rights granted Purchaser hereunder.

     

     

    16. AGENT
COMMISSIONS:  Purchaser shall not be liable for any compensation or fee to
any agent of Owner in connection with this Agreement.

     

     

    17.
ADDITIONAL DOCUMENTATION:  Owner agrees to execute and procure any other
and further instruments necessary to transfer, convey, assign and copyright all
rights in the Property granted herein by Owner to Purchaser in any country
throughout the world.  If it shall be necessary under the laws of any
country that copyright registration be acquired in the name of Owner, Purchaser
is hereby authorized by Owner to apply for said copyright registration thereof;
and, in such event, Owner shall and does hereby assign and transfer the same
unto Purchaser, subject to the rights in the Property reserved hereunder by
Owner.  Owner further agrees, upon request, to duly execute, acknowledge,
procure and deliver to Purchaser such short form assignments as may be requested
by Purchaser for the purpose of copyright recordation in any country, or
otherwise.  If Owner shall fail to so execute and deliver, or cause to be
executed and delivered, the assignments or other instruments herein referred to,
Purchaser is hereby irrevocably granted the power coupled with an interest to
execute such assignments and instruments in the name of Owner and as Owner's
attorney-in-fact.

     

     

    18.
NOTICES:  All notices to Purchaser under this agreement shall be sent by
United States registered mail, postage prepaid, or by telegram addressed to
Purchaser at 5 Debiasi Lane, Daytona Beach, FL 32118 and all notices to Owner
under this agreement shall be sent by United States registered mail, postage
prepaid, or by telegram addressed to 1752 East Avenue J #266, Lancaster, CA
93535. The deposit of such notice in the United States mail or the delivery of
the telegram message to the telegraph office shall constitute service thereof,
and the date of such deposit shall be deemed to be the date of service of such
notice.

     

     

    
      
        
        

      

      
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    19.
MISCELLANEOUS:

     

     

    (a)
Relationship:  This agreement between the parties does not constitute a
joint venture or partnership of any kind.

     

     

    (b)
Cumulative Rights and Remedies:  All rights, remedies, licenses,
undertakings, obligations, covenants, privileges and other property granted
herein shall be cumulative, and Purchaser may exercise or use any of them
separately or in conjunction with any one or more of the others.

     

     

    (c)
Waiver:  A waiver by either party of any term or condition of this
agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the future, or any subsequent breach
thereof.

     

     

    (d)
Severability:  If any provision of this agreement as applied to either
party or any circumstances shall be adjudged by a court to be void and
unenforceable, such shall in no way affect any other provision of this
agreement, the application of such provision in any other circumstance, or the
validity or enforceability of this agreement.

     

     

    (e)
Governing Law:  This agreement shall be construed in accordance with the
laws of the State of California applicable to agreements which are executed and
fully performed within said State.

     

     

    (f)
Captions:  Captions are inserted for reference and convenience only and in
no way define, limit or describe the scope of this agreement or intent of any
provision.

     

     

    (g)
Entire Understanding:  This agreement contains the entire understanding of
the parties relating to the subject matter, and this agreement cannot be changed
except by written agreement executed by the party to be bound.

     

     

    


    
      
        
        

      

      
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    (h)
Arbitration: This Agreement shall be interpreted in accordance with the laws of
the State of California, applicable to agreements executed and to be wholly
performed therein.  Any controversy or claim arising out of or in relation
to this Agreement or the validity, construction or performance of this
Agreement, or the breach thereof, shall be resolved by arbitration in accordance
with the rules and procedures of AFMA, as said rules may be amended from time to
time with rights of discovery if requested by the arbitrator.  Such rules
and procedures are incorporated and made a part of this Agreement by reference.
 If AFMA shall refuse to accept jurisdiction of such dispute, then the
parties agree to arbitrate such matter before and in accordance with the rules
of the American Arbitration Association under its jurisdiction in Lancaster
before a single arbitrator familiar with entertainment law.  The parties
shall have the right to engage in pre-hearing discovery in connection with such
arbitration proceedings.  The parties agree hereto that they will abide by
and perform any award rendered in any arbitration conducted pursuant hereto,
that any court having jurisdiction thereof may issue a judgment based upon such
award and that the prevailing party in such arbitration and/or confirmation
proceeding shall be entitled to recover its reasonable attorneys' fees and
expenses. The arbitration will be held in Lancaster and any award shall be
final, binding and non-appealable.  The Parties agree to accept service of
process in accordance with the AFMA Rules.

     

     

    IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and
year first above written.

     

     

    


     

     

    

    _____________________________________________

     

    Writers'
Group Film Corp. ("Owner")

    By: Tal
L. Kapelner, President

     

     

    


     

     

    


     

    /s/ Michael Noone

    _____________________________________________

     

    Michael
Noone, President on behalf of

    Cruck
Productions, Inc.

    ("Purchaser")

     

    



    
      
         


      

      
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