"Shakma" Single Picture Agreement

AGREEMENT made this_____ day of March,  1998 by and between MAGIC FINGERS,  INC.
1509 Southeast 2nd Court,  Fort Lauderdale,  Florida 33301  (hereinafter  called
"Licensor") and CASTLE HILL PRODUCTIONS,  INC., 1414 Avenue of the Americas, New
York, New York 10019, 15th Floor, U.S.A. (hereinafter called "Licensee").

WITNESSETH:

         In consideration of the mutual covenant herein contained,  Licensor and
Licensee agree as follows:

1) SUBJECT MATTER: The subject matter of SHAKMA starring  Christopher Atkins and
Roddy  McDowell this  agreement is the motion  picture  (hereinafter  called the
"Picture")  described in Schedule  "A"  attached  hereto and made a part hereof.
Whenever the term  "Picture" is used herein,  it shall be deemed to refer to the
picture licensed hereunder.

2) GRANT OF RIGHTS:  Licensor  hereby grants,  sells and assigns to the Licensee
and the Licensee  shall have and enjoy all rights in and to the Picture  without
condition  restriction or limitation of any kind, for the territory described in
Schedule  "A"  attached  hereto and made a part hereof  (hereinafter  called the
"Territory")  and for the  term of this  agreement  described  in  Schedule  "A"
attached hereto and made a part hereof (hereinafter called the "Term").

     The rights granted  hereunder to Licensee,  without limiting the Generality
of the foregoing, include the following:

     a) The sole and exclusive right to exhibit, distribute,  market, advertise,
publicize and exploit the Picture and trailers  thereof in any and all languages
and  versions  and  reissues  thereof  and to  license  and to permit  others to
exhibit,  distribute,  market,  exploit,  advertise  and  publicize the same and
reissue  thereof  throughout the Territory or any part there of, for any and all
purposes whatsoever (theatrical,  non-theatrical,  commercial,  non- commercial,
sponsored,  non-sponsored,  sustaining,  and in connection  with the advertising
and/or  exploitation  of commercial  products or  otherwise),  including but not
limited to  distribution  to the United States Army,  Navy and other military or
Armed Services  installations,  and American Red Cross;  home viewing,  veterans
hospitals  or  similar  facilities   wherever  situated  throughout  the  world;
airplanes; ships at sea; schools; CATV; video cassettes and discs; on all gauges
of film and other  surfaces  and by every means,  method or device  (mechanical,
electrical or otherwise)  known or which may hereafter be discovered,  invented,
developed, devised or created, including but not limited to radio and television
in all forms and  improvements  thereof,  now  known or  hereafter  to be known,
including but not limited to "free television," "pay television,"  "subscription
television," whether wired or over-the- air.

     b) The right but not the  obligation  to register the Picture for copyright
in the Territory,  or any part thereof, it being agreed,  however, that upon the
expiration of the Term of this agreement, the Licensee, upon Licensor's request,
will execute or cause to be executed an assignment of any such copyright.

     c) The right to announce on the Picture and elsewhere  that it is presented
by Licensee and/or  Licensee's  designees,  and to use Licensee's own logo, name
and trademark on the Picture and to authorize others to use and attach their own
logos, names, and trademarks thereon.

     d) The right to use all music,  copyrighted or otherwise,  contained in the
Picture in connection with the exhibition of the Picture for all purposes and in
all media embraced in the grant of rights herein made to the Licensee.

     e) The right to use the names, pseudonyms,  photographs,  likenesses, acts,
poses,  sound  effects and voices of all artists  appearing in the Picture,  the
director  thereof,  the Licensor  thereof,  the musicians,  writers,  composers,
author, and others appearing in or connected with the production of the Picture,
in  connection  with  the  exhibition,  distribution,   marketing,  advertising,
exploitation, and publicizing of the Picture in any or all parts of the

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Territory,  and to  write  and  publish  articles  concerning  each  thereof  in
connection  with  the  exploitation,  publicizing,  advertising  and sale of the
Picture.

     f) The right to telecast  by any form of  television,  commercial  messages
before, during or after the telecasting of the Picture.

     g) The right to write, draw, illustrate,  compose,  prepare, publish and to
license and to authorize others to write, prepare, compose and publish synopses,
stories,  illustrations and comic books in all forms and combinations  including
but not limited to the right to utilize such  synopses,  stories,  illustrations
and/or comic books and excerpts therefrom in newspapers,  magazines and/or trade
periodicals  in any and all parts of the Territory and the right to use excerpts
from the  story  or  literary  material;  upon  which  the  Picture  is based in
documents, posters, road displays, press books and any and all other media.

     h) The  right in the  name of the  Licensee  otherwise  to  institute  and.
prosecute any and all actions or  proceedings  which Licensee may deem necessary
to  institute;  or prosecute  for the purpose of  establishing,  maintaining  or
preserving  any of the  rights  herein  granted  or  purported  to be granted to
Licensee and similarly to defend any action or  proceeding  which may be brought
against Licensee, its licensees,  contractees,  or assignees with respect to the
Picture  or any of the  rights  herein  granted  or  purported  to be granted to
Licensee  or which in any  manner  questions  or  disputes  any of the rights of
Licensee in and to the  Picture or any of the rights  herein  granted.  If legal
action  results in the recovery by Licensee of any monies,  such monies shall be
owned exclusively by Licensee.

     i) The right to utilize  in whole or in part  without  charge,  any and all
artwork and other materials (negative or otherwise) used or prepared for any and
all versions of the Picture, whether for press books, brochures,  advertising or
other publicity, together with access, without charge, to all such materials.

     j) To the extent that Licensor has or can obtain such rights,  the right to
use and exploit  merchandising  rights and  commercial  tie-in rights of any and
every kind or nature  related  to,  arising  out of, or in  connection  with the
Picture and/or the title thereof and/or music used therein and/or the characters
appearing  therein  and/or their names and  characteristics  and/or under a name
which incorporates any phrase,  clause,  sentence or expression which is used in
the  Picture  or  which  the  general  public   associates   with  the  Picture.
Merchandising rights include the right to produce,  distribute, sell and exploit
so-called  "premiums"  (accessories,  mailing  pieces,  labels or other items or
devices,  by which any  sponsor is able to call to the  attention  of the public
that the  Picture is  associated  with or related  to such  sponsor's  business,
products,  or service);  the  publication  of comic books or comic  strips,  the
making of  endorsements,  the making of  costumes or parts of  costumes,  or the
manufacturing  of any item  which is related  to or  evolves  from the  Picture.
Licensee shall be entitled to twenty-five (25%) percent of the gross receipts.

     k) Licensee shall have the right in its sole discretion to make any and all
changes and  modifications  in the Picture which Licensee shall  determine to be
necessary or desirable.

3) DELIVERY OF THE PICTURE:  Licensor  shall  supply  Licensee  with,  and shall
deliver  all  materials  of the  Picture,  to the  extent  and within the period
specified  in  "Materials"  in  Schedule  "A" and as  defined in  Schedule  "C",
"Delivery  of  Materials"  attached  hereto  and by this  reference  made a part
hereof.

     Delivery of the Picture shall mean the physical delivery to Licensee within
a period of not more than thirty  (30) days from the date hereof  (time being of
the  essence) at such  address or  addresses  as  Licensee  shall  designate  in
writing,  at the sole cost and  expense  of  Licensor  and free and clear of any
liens, claims, charges, limitations, restrictions,  encumbrances of any kind (i)
all of the schedules,  details and information required to be delivered pursuant
to any provision of this agreement,  and (ii) all of the physical  materials and
items  enumerated in the Schedules  "A" and "C".  Licensee  shall have the right
during the thirty (30) day period (subject to laboratory and other delays beyond
its control) following the tendered delivery of each item to examine and inspect
same. Delivery will not be deemed complete within the meaninc, of this agreement
until  delivery of all materials and items  required to be delivered  shall have
been effected and the aforesaid  period of inspection  shall have expired.  Upon
the

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completion of such  inspection and  examination  Licensee shall advise  Licensor
wherein any such  delivery is not proper or complete.  If delivery  shall not be
completed  within the time,  manner and in accordance  with the  requirements of
this agreement,  Licensee (without  prejudice to any other right or remedy which
may be available  to it) may but shall not be obligated to (a) itself  supply at
the cost of Licensor,  or to require Licensor to promptly supply,  such items or
materials  which  Licensor  failed to supply  in the first  instance,  or to (b)
require  Licensor  to refund any kind and all monies  therefor  paid to it until
Licensor  shall effect  complete and proper  delivery,  or to (c) terminate this
agreement  and all of the  obligations  of Licensee  hereunder,  in which event,
Licensor will, upon demand,  pay to Licensee a sum equal to the aggregate of all
payments  to Licensor  plus costs,  expenditures  and  indebtedness  incurred in
respect of the Picture.

4) PAYMENT:  As full  consideration  of the rights  herein  granted,  and of the
representations,  warranties,  and  covenants  herein made  and/or  agreed to be
granted  and  made,  Licensee  shall pay to  Licensor  the  amount  set forth in
Schedule "A."

5) DEFINITION OF GROSS RECEIPTS:  The term cross receipts as used herein shau be
deemed to mean any and all moneys from any and all sources,  paid to Licensee by
exhibitors  lessees,  or other users of the Picture.  Included in such  receipts
shall be moneys  paid and  received  by Licensee  from  sub-distributors  and/or
sub-licensees.  The  gross  receipts  shall  also  include  all sums or  damages
collected by reason of the  infringement  or interference by third persons of or
with the  Picture,  or any of the  rights  herein  granted  to  Licensee,  after
deducting  therefrom ail expenses  incurred in deriving such sums. No litigation
will be initiated  relevant to infringement or interference by Licensee  without
the prior written approval of Licenser,  which approval will not be unreasonably
withheld.

6) DEDUCTION FROM GROSS  RECEIPTS:  All of the gross  receipts  derived from the
distribution  of the  Picture  shall be applied,  kept and  retained by Licensee
until it shall have been reimbursed for its distribution  fees  (hereinafter set
forth) and it shall have  recouped  a sum equal to the total  costs and  charges
expended  and incurred by Licensee as and for those  out-of-pocket,  third-party
costs  (hereinafter  Cloven as  "Distribution  Costs and  Expenses"),  which are
acceptable  and  standard  in the  industry  and  shall  include:  (a)  cost  of
laboratory work,  including the manufacture of required  preprint  materials and
elements,   prints,  cassettes,   trailers,   re-editing,   dubbing,  etc.;  (b)
advertising;  (c) taxes: if applicable; (d) censorship charges; (e) shipping and
freight;  (f)  customs  and duties  for  Canada;  (g)  publicity  and  promotion
expenses.

         In the event that  Licensor  shall fail to deliver  Licensee any of the
delivery  items listed in Schedule  "C" within ten (10) days after  Licensee has
advised Licenser, in writing, of such deficiency,  then, Licensee shall have the
riht to advance the cost of  manufacturing  such items and to recotip such costs
in the same manner as it recoups  distribution  costs and  expenses as set forth
hereinafter.

7)  DISTRIBUTION FEES

     a)   With  regard  to  pay  television,   Licensee  shall  be  entitled  to
          thirty-five (35%) percent of the gross receipts.

     b)   With regard to basic cable  television,  Licensee shall be entitled to
          forty (40%) percent of the gross receipts.

     c)   With  regard to prime  time,  network  television,  Licensee  shall be
          entitled to fifty (50%) percent of the gross receipts.

     d)   With  regard to late  night,  network  television,  Licensee  shall be
          entitled to fifty (50%) percent of the gross receipts.

     e)   With regard to syndicated  television,  Licensee  shall be entitled to
          fifty (50%) percent of the gross receipts.


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     f)   With regard to home video distribution,  Licensee shall be entitled to
          thirty-five (35%) percent of the gross receipts.

     g)   With regard to  distribution  to Canada  Licensee shall be entitled to
          thirty-five (35%) percent of the gross receipts.

     h)   With regard to all other ancillary rights,  Licensee shall be entitled
          thirty-five (35%) percent of the gross receipts.

     i)   With regard to renewal of pay and basic cable  television  and/or home
          video  licenses,  Licensee  will be entitled to forty (40%) percent of
          the gross receipts.

8) APPLICATION OF GROSS  RECEIPTS:  All gross receipts  derived and collected by
Licensee from all distribution,  sale and other  disposition of the Picture,  in
the  Territory,  during  the Term said be applied  in the  following  manner and
order:

     a)   First, to Licensee, as and for its distributions fees;

     b)   Next,  after the  continuing  deductions  set  forth in a)  above,  to
          Licensee, as and for its Distribution Costs and Expenses;

     c)   Next, after the continuing deductions set forth in a) and b) above, to
          Licensee,  as and for  recoupment  of the advance  guaranty is paid to
          Licensor, if any;

     d)   Next, after the continuing deductions set forth in a) and b) above, to
          Licensee,  the  remaining  monies shall be disbursed on a  one-hundred
          (100%) percent basis to Licensor.

9) LICENSOR  WARRANTIES  AND  REPRESENTATIONS:  As an  inducement to Licensee to
enter into this  agreement  and make the payment  provided for herein,  Licensor
warrants and represents the following:

     a)   Licenser  is the sole owner of, or  controls  the rights and  licenses
          granted and assigned, and has the right to enter into and perform this
          agreement and grant,  sell and assigns all of the exclusive rights and
          licenses herein  contained,  including but not limited to literary and
          music synchronization rights in connection with the Picture.

     b)   (DELETED)

     c)   Licensor  warrants and  represents  there are no claims or litigation,
          pending or threatened, concerning Licensor's rights or title as herein
          sold and  assigned.  Licensor  has not  done,  nor will  Licensor  do,
          anything which may impair the rights sold old assigned.

     d)   That all  obligations  with  respect  to the  Pictures  including  but
          limiting, to all salaries,  royalties,  laboratory charges,  recording
          fees and the like,  have heretofore been fully paid, and that Licensor
          has  obtained  proper and  effective  licenses to record,  synchronize
          perform and to otherwise utilize  throughout the Territory,  all music
          which has been used in the Picture and  contained  in the  soundtracks
          thereof  that  any  and  all  residuals   and/or  other  payments  due
          performers, unions, etc. shall be the sole responsibility of Licensor.

     e)   The Licensor  controls the complete,  entire and  exclusive  sound and
          silent  theatrical,  non-  theatrical  and  television  rights for the
          Territory  in and to, the story upon which the  Picture is based,  the
          screen adaptations  thereof and all other materials tlaerein including
          but not limited to dialogue, music and all titles, characters and text
          thereof,  together with the right to use, in publicizing,  advertising
          and exploiting the Picture, the names, characters,  titles and text of
          and from the literary material upon which the same are based, together
          with  the  names  of the  authors  thereof,  as  well  as  the  names,
          pseudonyms and likenesses of the actors or others appearing in

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          or connected with the Picture;  that all of such rights are controlled
          by  Licensor,  together  with  the  complete,   absolute,  entire  and
          unrestricted right of assignment thereof.

     f)   That the Picture and the synchronized  sound thereof,  do not infringe
          upon the common law rights or copyrights  or the  literary,  dramatic,
          musical,  patented performance rights or the trademarks or trade names
          of any other party, and that nothing contained in the Picture violates
          the  private,  civil or property  rights or right of  privacy,  or any
          other right of any other persons firm or corporation or otherwise.

     g)   That  all  motion  picture  rights,  including  but  not  limited  to,
          theatrical  rights,  non-theatrical,  video  cassette  and  television
          rights in and to all  material  used in the  Picture,  the  negatives,
          prints,  music,  and records are free from mortgages,  claims,  debts,
          charges and other  encumbrances of any kind,  nature and  description,
          insofar as the rights of the Licensee hereunder are concerned.

     h)   That neither the dialogue nor the photography of the Picture  contains
          any  reference  to or  representation  of any  product,  commodity  or
          service which could be construed as an advertisement or recommendation
          of such product, commodity or service.

     i)   At the time of delivery of the Picture,  the pre-print materials which
          Licensor is delivering, to Licensee shall be in suitable condition for
          the  manufacture   therefrom  of  commercially   acceptable  duplicate
          pre-print  and  positive-print  materials.  If required  by  Licensee,
          Licensor  agrees to provide  Licensee  with access to such  additional
          pre-print  materials  with respect to the Picture as Licensor may have
          in its possession.

10)  ACCOUNTING:  License  agrees to keep  complete  and  accurate  accounts and
records of the distribution  and marketing of the Picture.  Licensee agrees that
all such  books and  records  shall be open to the  inspection  of  Licensor  by
Certified  Public  Accountant and that Licensor's  Certified  Public  Accountant
shall be entitled to make  examinations and copies thereof during all reasonable
business  hours,  upon reasonable  written notice to Licensee,  no more than one
time during each calendar year of the Term.

         During  the  first  year of the Term  hereof,  Licensee  shall  provide
Licensor with quarterly statements of account; such statements shall include all
payments  made by the close of the calendar  quarter and shall be due sixty (60)
days after the close of said calendar quarter.

         During the second and third years of the Term  hereof,  Licensee  shall
provide Licensor with semi-annual  statements of account;  such statements shall
include all payments made by the close of said  semi-annual  period and shall be
due sixty (60) days after the close of said semi-annual period.

         During the remainder of the Term hereof Licensee shall provide Licensor
with annual  statements of account;  such statements  shall include all payments
made by the close of that year and shall be due sixty  (60) days after the close
of that year.

11)  INDEMNIFICATION:  Each  party  hereto  will,  at its own cost and  expense,
indemnify the other, its assignees,  successors and licensees and hold them free
and harmless from any and all loss,  damage,  liability  and expense,  including
reasonable  attorneys' fees,  resulting from any breach or claimed breach of any
warranties, representations, covenants or agreements contained herein. The party
claiming  indemnity shall furnish the  indemnifying  party with prompt notice of
the  institution  of any  action  or the  making  of any  claim  for  which  the
indemnifying  party is  responsible.  Thereupon,  the  indemnifying  party shall
undertake, against such action of claim. The party claiming indemnity shall have
the night,  at its option,  to participate,  at its own expense,  and by its own
attorneys in the defense of any  litigation.  Neither  acceptance by Licensee of
the Picture, nor any termination of this agreement,  nor election on the part of
the party  claiming,  indemnity to  participate in the defense of any litigation
shall impair,  modify or discharge the indemnifying  party's  obligations  under
this paragraph.

12)  NOTICES:  All  notices  and other  data  required  or  desired  to be given
hereunder  by either  party  shall be  deposited  in the mails in the country of
origin postage prepaid, addressed to the other at the address set forth at the

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head of this agreement.  Either party shall have the right to designate other or
different  addresses  for the giving,  of any such  notice by a notice  given in
accordance with the provisions of this article.

13) ENTIRE  AGREEMENT:  This agreement  constitutes the entire agreement between
the parties and may not be changed or modified,  nor may any provision hereof be
waived except by an agreement in writing, signed by both parties hereto.

14) APPLICABLE  LAW: This agreement  shall be construed in accordance  with, and
all questions with respect thereto, shall be determined by the laws of the State
of New York, U.S.A.

15) NO WAIVER:  No waiver by either party of any breach of any provision of this
agreement  shall be deemed to be a waiver of any preceding or succeeding  breach
of the same or any other covenant or provision.

16) FORCE MAJEURE:  Failure by either party to perform its  obligations or delay
in such  performance  as a  result  of Acts of  God,  war,  strikes,  lock-outs,
shortened  working hours,  other industrial  action,  machine  breakdown,  fire,
flood, explosions,  injunctions,  judgments,  adverse claims, or any other cause
beyond its reasonable control shall not constitute a breach of the terms of this
Agreement PROVIDED THAT such party shall use all reasonable  endeavors to resume
the  performance  after the conditions (as aforesaid)  causing such failure have
ceased.

17)  RELATIONSHIP  OF PARTIES:  Nothing  herein  contained  shall  constitute  a
partnership  between,  or joint  venture  by, the parties  hereto or  constitute
either  party the agent of the  other.  Neither  party  shall  hold  itself  out
contrary to the terms of this  paragraph,  and neither party shall become liable
by any representation contrary to the provisions hereof.

18) BINDING EFFECT:  This agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns.

19) RECORDATION: Licensor agrees upon Licensee's request made of Licensor at any
time during the term of this  agreement  to execute a formal  assignment  of the
rights  granted  herein  in favor of the  Licensee,  in form  acceptable  to the
Licensee's  attorneys,  and Licensee is hereby  authorized at its own expense to
record said assignment.

20) SPECIAL  PROVISIONS:  Licensor and Licensee agree upon special provisions as
defined in Schedule "A".

IN WITNESS  WHEREOF:  the parties hereto have hereunto set their hands and seals
the day and year first above written.

"Licensor"

By: /s/
    -------------------
"Licensee"

CASTLE HILL PRODUCTIONS, INC.
By:/s/
    --------------------
"Licensor" Magic Fingers, Inc.










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                                  SCHEDULE "A"
                 to agreement dated March , 1998 by and between
                               MAGIC FINGERS, INC.
                                       and
                          CASTLE HILL PRODUCTIONS, INC.



1)       PICTURE:                   SHAKMA

2)       TERM:                      15 years

3)       RIGHTS:                    Video, sell Thru, Pay Cable  after HBO  and
                                    Television

4)       TERRITORY:                 United States and English Speaking Canada

5)       LICENSE FEE:               Home Video, Sell Thru, pay Cable after HBO,
                                    35% Basic Cable, Free TV: 50%.

6)       MATERIALS:                 see Schedule C

7)       SPECIAL PROVISIONS:
                                    No sub-distribution Fees

                                    Distribution  expense not to exceed $15,000,
                                    over  the  life  of  the  contract,  without
                                    Licensor's  approval.  Home  Video  (minimum
                                    guarantee  to  Licensor  of $7,500)  Free TV
                                    (minimum guarantee to Licensor of $10,000)

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                                  SCHEDULE "C"
                 to agreement dated March , 1998 by and between
                               MAGIC FINGERS, INC.
                                       and
                          CASTLE HILL PRODUCTIONS, INC.


A.  Delivery Location:

1. Castle Hill Productions,  Inc., 1414 Avenue of the Americas,  15th Floor, New
York, NY 10019.

B.  Film Materials:

1.  (DELETED)
2.  (DELETED)
3.  (DELETED)
4.  (DELETED)

5. Color  Interpositive  Protection Master:  Irrevocable  access, and ability to
move  to a  laboratory  mutually  agreed  upon to one (1)  color  corrected  and
complete  interpositive  master of the Picture  and  trailer,  conformed  in all
respects  to the Answer  Print for  protection  purposes  without  scratches  or
defects at such time as same becomes available, if ever.

6.  (DELETED)
7.  (DELETED)
8.  (DELETED)
9.  (DELETED)
10.  (DELETED)

11.  M&E Track:  Irrevocable  access  to,  and  ability to move to a  laboratory
mutually  agreed  upon to one (1)  35mm  state  of the art  magnetic  soundtrack
roaster  including  the music track and the 100% fully filled  effects  track on
separate  channels  where the effect track  contains all effects  including  any
effects recorded on the dialogue guide track with no English dialogue in the M&E
tracks.

12.  (DELETED)
13.  (DELETED)
14.  (DELETED)

C.  Videotape Items:

1.  (DELETED)
         (a)  (DELETED)
         (b)  (DELETED)

2. Digital  Trailer and Movie Video Masters:  One D2  individually  manufactures
(conversions not acceptable) Trailer Video Master in the NTSC format (panned and
scanned if the  Picture  is in 1.85  ratio or in scope).  Channels 3 and 4 shall
contain a 100%  fully  filled and  synchronized  M&E track in stereo (in mono if
non-stereo production). Textless background shall be attached to the tail of the
Master.

D.  Publicity Materials:
1.  (DELETED)

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2. Color Stills:  All I available color stills  depicting  scenes in the Picture
with members of the cast (including principals appearing therein).

3.  Color   Slides:   Minimum  of  25   production   color  slides  (35mm  color
transparencies)  depicting  scenes  in the  Picture  with  members  of the  cast
(including principals) appearing therein.

4.  Advertising Materials: All available advertising materials.


5.  (DELETED)

E.  Legal and Publicity Documents:

1.  (DELETED)
2.  (DELETED)
3.  (DELETED)
4.  (DELETED)

5.  Feature  Dialogue  Continuity:  Two (2) copies in the English  language of a
detailed,  final dialogue and action continuity in an acceptable  format, of the
completed Picture.

6. Trailer Dialogue  Continuity and Spotting List: Two (2) copies in the English
language of a detailed,  final  dialogue and action  continuity in an acceptable
format, of the completed Trailer and Two (2) copies in the English language of a
detailed, final spotting list in an acceptable format, of the Trailer.

7.  Synopsis:  Three  copies  of a  brief  synopsis  in  English  language  (one
typewritten page in length) of the Picture and three (3) conics of a synopsis in
the English  language  (three  typewritten  pages in length) of the story of the
Picture.

8. Technical Crew: One (1) copy of a list of all technical personnel  (including
their title or  assignment)  involved in the  production  of the Picture (as per
credit roll).

9. Screen Credit  Obligations:  Two (2) copies of the Screen Credit  Obligations
for all  individuals  and  entities  affiliated  with the Picture (as per credit
roll).

10.  (DELETED)
11.  (DELETED)
12.  (DELETED)
13.  (DELETED)

14.  Music Cue Sheets: Two (2) Music Cue Sheets of the Picture.

15.  (DELETED)

16. Notarized  Assignment of Rights (Exhibit "A"): Three (3) original  notarized
Assignment  of rights in the Picture  from  Grantor to Castle Hill  Productions,
Inc.

17. Copyright  Certificate:  Two (2) U.S.  Copyright  Registration  Certificates
(stamped by the Library of Congress).  If the copyright  application has not yet
been received from the Library of Congress, then Grantor shall deliver a copy of
the  Application  PA Form,  along with a copy of the cover letter and check that
accompanied  the PA Form.  Grantor  agrees  to  deliver  two (2)  copies  of the
Copyright  Certificate to Castle Hill  Productions,  Inc. when received from the
Library of Congress.

18.  (DELETED)

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19.  Music Licenses: Copies of Music Licenses - synchronization and mechanical.


20. Composer's Agreement: Copies of all composer's agreement with respect to the
Picture.

21. Chain of Title:  Complete chain of title materials  suitable for filing with
the United  States  Library of Congress and  reasonable  suitable to Castle Hill
Productions,  Inc. primary lender indicating that Grantor has full right,  title
and interest in and to the Picture and all underlying property.

22.  UCC  Search:  One  current  UCC  search  from  the  following  states:  (i)
California,  (ii) New York; and (iii) the state of producer's principal place of
business. Each search report must show that the Picture is free and clear of any
and all liens. Castle Hill Productions,  Inc. agrees to perform said search, the
cost of which shall be reimbursed by Grantor.

23. MPAA Certificate: MPAA certificate of Approval and rating with a receipt for
the Payment of the fee.

24.  (DELETED)

25.  Copyright  Report:  One current (no more than 60 days old) copyright report
showing  that  Grantor has good clear  title to the  picture and all  underlying
rights.

26.  (DELETED)
27.  (DELETED)

28.  Assignment of Rights  (Schedule "D"): If Licensor grants Licensee pay cable
television rights, Licensee will execute and notarize two copies of the attached
Schedule "C".












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                                  SCHEDULE "D"
                 to agreement dated March , 1998 by and between
                               MAGIC FINGERS, INC.
                                       and
                          CASTLE HILL PRODUCTIONS, INC.

ASSIGNMENT OF RIGHTS

     For good and valuable  consideration,  the receipt and adequacy of which is
hereby acknowledged,  ("Assignor"), Magic Fingers, Inc. whose address is 1509 SE
Second Ct. Ft Laud. FL 33301 hereby grants, transfers and assigns to Castle Hill
Productions Inc. ("Assignee"), whose address is 1414 Avenue of the Americas, New
York,  New York,  10019 and  Assignee's  successors  and  assigns,  the sole and
exclusive  rights under copyright to exhibit,  distribute and otherwise  exploit
the  following  motion  picture by means of  Non-Standard  Television on the pay
television program services owned or controlled, directly or indirectly, by Home
Box  Office and  distributed  within  the  United  States  and its  territories,
commonwealths,  possessions  and  trusteeships  (including,  but not limited to,
Puerto Rico,  the United  States  Virgin  Islands and Guam),  and United  States
military bases and embassies wherever located.

     THE PICTURE:

     The assignment is made for the sole purpose of permitting Assignee to enter
into the License  Agreement dated as of with respect to such motion picture with
Home Box Office and, with respect to the motion picture, this Assignment is made
only for the period commencing on the date hereof and ending on .

     As used  herein,  Non-Standard  Television  shall mean any and all forms of
television  Exhibition,  whether now existing, or developed in the future, other
than  Exhibition  by means  of  Standard  Broadcast  Television.  Non-  Standard
Television shall include,  without limitations television Exhibition by means of
cable wire or fibre of any  material,  over-the-air  pay or STV in any frequency
band,  any and all forms of regular or occasional  scrambled  broadcast or other
transmission for taping,  recording, or other storage on tape, disc or any other
electronic  means of data  retention  for  subsequent  replay,  master  antenna,
satellite master antenna, low power transmission,  high definition transmission,
closed-circuit  transmission,  radio (for  purposes of  simulcast  only),  tape,
cassette and disc delivery (but excluding  distribution  of Home Video Devices),
single  and  multichannel   multi-point   distribution   service  and  satellite
transmission  directly to TVROs,  all on a subscription  pay-per-view,  license,
rental, sale or any other basis.

     Assignor  hereby  appoints  Assignee,  its successors  and assigns,  as its
irrevocable  Attorney-In-Fact  with the right  (but not the  obligation)  to (i)
obtain and secure copyright protection (and renewal and ex-tensions thereof) for
the property  specified above; (ii) to enforce and protect all rights,  licenses
and privileges granted herein or pursuant to the Agreement and granted under any
and all copyrights (and renewals and extensions  thereof),  and (iii) to prevent
any  infringement  of said  copyright  and to litigate,  collect and receive all
damages arising from such infringement of such rights,  licenses and privileges,
using the name of the  Assignor  (in the  discretion  of  Assignee)  and joining
Assignor as party  plaintiff  or  defendant  in any suit or  proceeding  (in the
discretion of Assignee).  Assignor agrees to cooperate with Assignee in any suit
or action instituted by Assignee hereunder.

     Assignor agrees to execute and deliver and cause to be executed and
delivered to Assignee any and all documents and instruments  necessary to effect
and  complete  the  transfer to Assignee or all rights  granted  pursuant to the
Agreement.  In the event  Assignor  fails to  execute  and  deliver  such  other
documents and instruments

                                       117


<PAGE>



promptly upon demand  therefor by Assignee,  Assignee is hereby  authorized  and
appointed  Attorney-In-Fact of and for the Assignor to make, execute and deliver
any and all such documents and instruments.

     It is understood that Assignee's  aforementioned powers as Attorney-In-Fact
of the Assignor are powers coupled with an interest and irrevocable.

     This Assignment and the provisions hereof shall be binding,  upon Assignor,
its successors and assigns.

     This  Assignment  shall be  subject  to the  terms and  conditions  of this
Agreement.

IN WITNESS  WHEREOF,  THE ASSIGINOR HAS DULY EXECUTED THIS  ASSIGNMENT AS OF THE
DATE FIRST STATED ABOVE.

By: /s/
    --------------------------

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