Big Dog Entertainment/PRELUDE Development, Inc.
304 Park Av. South, 11th Fl.
New York, New York 10010

                             BODY OF WORK AGREEMENT

     The  following  is  an  agreement  between  Big  Dog  Entertainment/Prelude
Development,  Inc. ("The  Production  Company") and Warren Murphy (The Owner and
Writer) for Warren Murphy's participation in The Production Company and granting
The  Production  Company a right of "option" on the  complete  "body of work" of
novels,  short  stories,  and  screenplays/proposals  that  Murphy  owns and has
copyright  to, per the  Attached  List  designated  Exhibit A for the  expressed
purpose of production of such  projects for full length motion  pictures  and/or
television series release, agreement dated February 4, 1999.

     1.   TERM:
     The initial  term of this  agreement  shall be for a period of three years,
     commencing  on Feb 4, 1999 and ending on Feb 4, 2002.  During this  Initial
     Term, the  Production  Company agrees to facilitate the production of three
     (3) of the Writer's  properties  selected from exhibit A. (the "production"
     shall be defined as the Production  Company  actually  optioning one of the
     Writer's  properties,   establishing  a  production  schedule,  and  Writer
     receiving  contractual  payments as defined  herein.) The Writer  agrees to
     write four (4) outlines,  selected by the Production Company from exhibit A
     and provide the  treatments to the  Production  Company in accordance  with
     schedule requirements stated herein.

     EMPLOYMENT:  Production  Company agrees to employ Writer  initially as sole
     Writer  on  each   individual   project  to  accomplish   initial   writing
     requirements  (treatments and or screenplays) and Writer agrees to perform,
     upon the terms and conditions  herein  specified in the individual  project
     "option" and "screenwriter"  agreements.  Writing services for the proposed
     Theatrical  Motion Pictures shall be based upon those properties  specified
     of the Writer's original literary works (listed in Exhibit A).

     (a)  Writer  agrees that  Production  Company has right of first refusal on
          optioning  all  literary  works  in  Exhibit  A.  Notwithstanding  the
          foregoing,  Writer agrees that if any of the literary  works listed in
          Exhibit A are offered or  solicited  for  purchase  for the purpose of
          being  made into a motion  picture,  or any form  thereof,  during the
          Initial  Term of this  Agreement  or any  extensions  or Terms of this
          Agreement,  Production  Company  shall be attached to said  project as
          executive production entity and compensated accordingly, per the terms
          to be negotiated fairly.
<PAGE>
     (b)  Writer  hereby  grants to Producer the right to use  Writer's  name in
          connection  with  the  material  and the  motion  picture  photo  play
          hereunder and in advertising, exploiting and exhibiting the same.

     4. COMMENCMENT OF SERVICES:

     (a)  Writer  provides  a copy of all  finished  literary  works  listed  in
          Exhibit A to the Production Company within five days or when available
          of execution of the agreement.

     (b)  Production  Company  agrees to protect all copies  provided and return
          copies to writer in a timely fashion, but NLT ____.

     (c)  Writer shall commerce  services in writing of outlines upon receipt of
          notification from the Production  Company of the selected  properties.
          Draft copies of each treatment shall be due to the Production  Company
          sixty (60) days after  notification.  If required,  revised  copies of
          each treatment shall be due thirty (30) days after receipt of comments
          from the Production company.

     6. DELIVERY/TIME OF ESSENCE:

     (a)  Effective Delivery: To allow time for duplication of any Product Form,
          delivery  shall be  deemed to occur two (2)  business  days  after the
          Product  Form is  actually  received  in the office of the  Production
          Company.  Delivery of each  Product Form shall be deemed to occur upon
          receipt of such Product Form in the Production Company's office.

     (b)  Time of the  Essence:  The Writer shall write and deliver each Product
          as soon as  reasonably  possible  after  commencement  of the Writer's
          services  thereon,  but  not  later  than  the  date  upon  which  the
          applicable  Delivery  Period  expires.  Time  of  delivery  is of  the
          essence.

     (c)  Revisions: For each Product Form which is in the nature of a Revision,
          the Writer'  services  shall  include the writing and delivery of such
          changes  as may  be  required  by  the  Production  Company  within  a
          reasonable  time  prior  to  the  expiration  of the  Delivery  Period
          applicable to such Product Form. Delivery shall not be effective until
          said Product Form incorporating such changes has been delivered to the
          Production Company.
<PAGE>
     (7. COMPENSATION:

     (a)  On  condition  that the Writer  shall  fully and  completely  keep and
          perform all of the Writer's obligations and agreement,  hereunder, and
          as full  consideration for all services rendered by the Writer for the
          Production  Company,  and for all rights  granted  and/or agreed to be
          granted by the Writer to the  Production  Company,  per the individual
          project contracts, the Production Company agrees to pay the Writer and
          the Writer agrees to accept compensation as follows:

          1.   A One-time  payment of Ten Thousand  Dollars  (6000),  payable on
               April 15, 1999,  such payment to be deemed non  refundable by the
               Company from the writer or non accountable against future options
               or payments due Writer.

          2.   Each  project  shall  then  be  required  by  Company  to have an
               individual  "option"  agreement and an individual  "screenwriter"
               agreement  assigned to it and  designated  and  reflective of the
               following  amount:  option payment  against the combined book and
               screenplay  purchase  price of between Two Hundred Fifty Thousand
               ($250,000)  Dollars  and  Three  Hundred  Seventy  Five  Thousand
               ($375,000) Dollars.

          3.   Five (5%)  Percent  of one  hundred  (100%)  percent of the Gross
               Profits earned by The Production Company.

     Compensation  per  project  will  be  due  per  schedule  per  contract  of
     individual designated "option" and "screenwriter" on each project.

     Compensation  shall not be due or  payable  to the Writer for any period or
     periods during which the Writer shall fail, refuse or neglect,  or shall be
     unable  for any reason to render  the  Writer's  services  as  required  or
     desired by the Production Company under the terms of this Agreement.

     Failure to accomplish  schedule of commencement of production and contracts
     therein  and/or  failure  to  meet  all and any  payments  required,  shall
     automatically  null and void this  contract  and Company  acknowledges  and
     warrants that it will have no claim,  lien, or interest  therein in any and
     all of Writers Literary works, present and future.
<PAGE>
     It is understood and acknowledged by the Production Company that this "Body
     of Work"  agreement is non- assignable by the Production  Company,  for any
     reason whatsoever, without the written consent of the Writer.

        AGREED TO AND ACCEPTED BY:

        /s/ Warren Murphy                       /s/ Marlowe R. Walker
        Warren Murphy                           Big Dog Entertainment


                                    Exhibit A

Novels by Warren Murphy
One Night Stand (Razoni and Jackson). New York, Pinnacle, 1973.
Dead End Street (Razoni and Jackson). New York, Pinnacle, 1973.
City in Heat (Razoni and Jackson). New York, Pinnacle, 1973.
Down and Dirty (Razoni and Jackson). New York, Pinnacle, 1973.
Lynch Town (Razoni and Jackson). New York, Pinnacle, 1973.
Leonardo's Law. New York, Carlyle, 1978.
Atlantic City with Frank Stevens. Los Angeles, Pinnacle, 1979; London,
Sphere, 1980.
Smoked Out (Digger). New York, Pocket Books, 1982.
Fool's Flight (Digger). New York, Pocket Books, 1982.
Dead Letter (Digger). New York, Pocket Books, 1982.
Lucifer's Weekend (Digger). New York, Pinnacle, 1982.
Trace. New York, New American Library, 1983.
And 47 Miles of Rope (Trace). New York, New American Library, 1984.
Grandmaster, with Molly Cochran. New York, Pinnacle, 1984. London,
Macdonald, 1985.
When Elephants Forget (Trace). New York, New American Library, 1984.
The Ceiling of Hell. New York, Fawcett, 1984.
Pigs Get Fat. (Trace). New York, New American Library, 1985.
Once a Mutt. (Trace). New York, 1986.
Too Old a Cat, New York, New American Library, 1987.
High Priest (Grandmaster), with Molly Cochran. New York, New American
Library, 1987.
Getting Up with Fleas. (Trace) New York, New American Library, 1988.
The Hand of Lazurus, with Molly Cochran. New York, Pinnacle, 1988.
<PAGE>
The Sure Thing. New York, Pinnacle, 1988.
Jericho Day. Texas, Diamond, 1989.
Scorpion's Dance. New York, Pinnacle, 1990.
Destiny's Carnival. New York, Fawcett, 1992.
Honor Among Thieves. New York, Pinnacle, 1992.
World Without End, with Molly Cochran. New York, Tor, 1996.
Deathgright, New York, Tor Books, 1993;
End Game, New York, Tor Books, 1994.

                            Short Stories

A Public Duty
Another Day, Another Dollar
And One for the Little Girl
A Finished Man
Collaboration
A Nice Place to Visit (with Molly Cochran)
An Element of Surprise
Without a Trace
Waiting for Mister Green

Unpublished Outlines, Treatments, Manuscripts

Saturday Night Special
The Last Resort
Wicked Ark
The Reduvi Defense
Out of Control
Extinction
Swashbuckler

Plays Written by Warren Murphy

Screenplays:
Where or When


The Temple Dogs*, with Molly Cochran. New York, New American Library, 1989.

*This title exempted from production, until further negotiations.
<PAGE>
     Biography  In 1963 Warren  Murphy,  then  secretary  to the Mayor of Jersey
City, New Jersey, and a reporter on the City Hall beat named Richard (Ben) Sapir
decided to collaborate on an adventure  novel  featuring a brash young Westerner
trained in the martial arts by an  inscrutable  Oriental  Master.  While it took
some time for the idea to catch on, (the first  Destroyer novel was published in
1971),  and the theme quickly became a cherished  part of popular  fiction (e.g.
The Karate Kid movies).  There are now over 30 million  copies of the  Destroyer
novels in print, in 11 languages.
     Eighty Destroyer books have now been written,  together with a novelization
of the movie Remo Williams: The Adventure Begins, and the characters are as real
as ever.  Remo  Williams,  an ex-cop  named after the Indiana  town in which his
hospital bed pan was  manufactured,  learns Sinanju,  a fictional Korean Martial
Art, at the hands of its  venerable  last Master,  Chiun.  Together they take on
problems  of a  troubled  world  that  make The  Labors  of  Hercules  look like
mumblety-peg.
     Originally conceived as a parody of "Super Spy" novels, the series owes its
success to the fact that its heroes are real people, their problems and emotions
common ones, and the social and political  basis for its plots mirrored in every
day reality.  The consistent  high quality of the prose stems from the fact that
Murphy finished and fine-tuned every script, usually from an outline and 95 page
start by Sapir. But in 1978, after the first 34 books,  Sapir opted to raise his
literary sights and disassociated himself from the series. He later recanted his
decision and returned to co-author  No. 48,  Profit  Motive,  and No. 52, Fool's
Gold, and wrote Numbers 63 through 68 on his own.
     Murphy says of him "He had the most amazing talent for coming up with great
story  "McGuffins",  plot  twists;  reading  his work was like  going to writing
school.  At his untimely  death, he had barely toughed how great he was going to
be."
     The breadth of Murphy's talent staggers the imagination.  Comic detectives,
caper  novels,  large  suspense  novels,  sword  and  sorcery  spy  novels,  and
locked-room mysteries,  together with stories, comic books, movies and countless
collaborations  do not even begin to mark the parameters of his creative genius.
<PAGE>
     The Ceiling of Hell,  winner of the  Private Eye Writers of America  Shamus
award in 1985, is a prime example of Murphy's wide range.  The story of disabled
Secret Service Agent Steve Hook's struggle to cope with the collapse of both his
personal  and  professional  lives  captured  the  imaginations  of  millions or
readers.
     Similarly, Murphy's Law starring George Segal and Maggie Han, based loosely
on Murphy's characters "Trace" and "Chico" harvested a huge television following
throughout the world.
     A mystical  event takes place in books  co-authored  by Murphy and Cochran.
For a moment,  the suspension of disbelief  becomes so profound that readers are
transmigrated  to lands  that  never  were  with  such  vivid  detail  that they
experience a sense of loss when the books end.  Grandmaster,  and Edgar  winner,
high Priest and The Temple Dogs are books like this.  Hopefully,  they mark only
the  beginnings  of an endless  collaboration  that will  continue to enrich the
reading public for countless years.
     Because of a glitch in the printing order of The Temple Dogs, the hardcover
of this book has become a collector's item in its own time.
     Sapir eventually  succeeded in achieving judgment on his own terms. The New
York Times review of his final work, Quest, an ambitious project  concerning the
Holy Grail,  ended with the statement "Mr.  Sapir is a brilliant  professional."
Unfortunately, he never got to read it, as it was published after his death.
     Murphy, however, is the professional's  professional,  the hallmark of work
of consistently high quality produced in spite of the mercenary  peccadilloes of
a constantly  changing  publishing scene. A warm,  generous man, he is often the
victim of "ricochet  discrimination." The sharp, snide, cutting one line retorts
and highly prejudiced  viewpoints of some of his characters are wrongfully taken
to reflect the author's  personal  feelings.  Nothing  could be further from the
truth, but such phenomena  characteristically  fail to bother Murphy.  He simply
philosophizes "It goes with the territory."