3 Picture Agreement Castle Hill

AGREEMENT  made this 12th day of February,  1999 by and between  MAGIC  FINGERS,
INCORPORATED,  1509  Southeast  Second Court,  Fort  Lauderdale,  Florida 33301,
Phone/Fax  (954)  764-0579  (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, "SHOOT" starring DeDee Pfeiffer and Miles O'Keeffe, and "NO MORE
DIRTY DEALS" starring Taimak and Von VonLindenberg  this agreement is the motion
picture  (hereinafter  collectively 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 exclusive 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 exclusive  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
throughout the world.

     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

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exhibition, distribution, marketing, advertising,  exploitation, and publicizing
of the  Picture in any or all parts of the  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) 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 one-hundred (100%) 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

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to be delivered shall have been effected and the aforesaid  period of inspection
shall have expired.  Upon the  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) 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)  Licensor  warrants  and  represents  that the  Picture  has never  been
released in the  Territory  in any medium,  gauge or format to the best of their
knowledge and the exception of Schedule "B".

     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 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

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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.

6)  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  responsible  for 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.

7) 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 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.

8) 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.

9) 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.

10) 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.

11) 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. 12) 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.

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

14) 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.

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15) 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/ Gordon Scott Venters
   ----------------------------
 Pres. /CEO, Magic Fingers, Inc. "Licensor"




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                                  SCHEDULE "A"
               to agreement dated February 12, 1999 by and between
                               MAGIC FINGERS, INC.
                           1509 Southeast Second Court
                            Ft. Lauderdale, FL 33301
                            Phone/Fax: (954) 764-0579
                                       and
                          CASTLE HILL PRODUCTIONS, INC.
                           1414 Avenue of the Americas
                                    Suite1502
                               New York, NY 10019
                              Phone: (212) 888-0080
                               Fax: (212) 644-0956
1)       PICTURES:                          "SHAKMA"
                                            "SHOOT"
                                            "NO MORE DIRTY DEALS"

2)       TERM:                              Perpetuity

3)       RIGHTS:                            All Rights

4)       TERRITORY:                         Worldwide

5)       LICENSE FEE:                       $50,000

6)       PAYMENT SCHEDULE:                  $5,000  on  execution.  Balance  of
                                            $45,000   due  upon  delivery  and
                                            technical approval of all material.

7)       MATERIALS:                         see Schedule C

8)       SPECIAL PROVISIONS:       At the  point up until the time  of sale, all
                                   residuals are the responsibility of Licensor.
                                   Licensor  must advise Licensee of any future
                                   residuals due.















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                                  SCHEDULE "B"
               To agreement dated February 12, 1999 by and between
                               MAGIC FINGERS, INC.
                           1509 Southeast Second Court
                            Fort Lauderdale, FL 33301
                            Phone/fax:(954)-764-0579
                                       and
                             CASTLE HILL PRODUCTIONS
                           1414 Avenue of the Americas
                                   Suite 1502
                               New York, NY 10019
                              Phone:(212)-888-0080
                               Fax:(212)-644-0956





                     DISTRIBUTION TERRITORIES CURRENTLY SOLD

 COUNTRY          FILM     RIGHTS                START DATE       END DATE

AUSTRALIA        Shakma    Free TV                 5/11/92         5/11/99
BENELUX          Shakma    Video, TV               6/ /92          6/ /99
                 Shoot     Video, TV               6/ /92          6/ /99

BRAZIL           Shoot     All                     3/1/95          3/1/00
CHINA - HONG     Shoot     Video                                   12/31/99
KONG

CANADA           Shakma    Tv Pay TV, Video        3/ /9/8         3/ /2013
CHILE            Shoot     All                     12/31/95        12/31/99
DOMESTIC US      Shakma    Tv Pay TV, Video                        12/31/99
GERMANY          Shoot     All                     11/17/92        11/17/02
(AUSTRALIA,
SWITZERLAND,
LIECHTENSTEIN,
LUXEMBOURG,
SUD TYROL)

GERMANY          Shakma    All                     10/25/90        10/25/99
GREECE           Shakma    All                     10/31/90        10/31/99
                 Shoot     TV

HOLLAND          Shoot     All                     11/17/92        11/17/02
HUNGARY          Shakma    All                     10/31/90        10/31/00
IRELAND          Shakma    All                     10/31/90        10/31/00


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COUNTRY          FILM     RIGHTS                START DATE       END DATE

INDIA            Shakma    All                     1996            2001
                 NMDD      All                                     12/31/99

JAPAN            Shakma    All                     8/ /97          8/ /2002
MALAYSIA         NMDD      All                                     12/31/99
NEW ZEALAND      Shakma    All                     5/11/92         5/11/99
PANAMA           Shoot     Video                                   12/31/01
SOUTH AFRICA     NMDD      All                                     12/31/99
TAIWAN           NMDD      All                                     12/31/99
THAILAND         Shoot     All                     8/ /97          8/ /03
VENEZUELA        Shoot     All                                     12/31/99
                 NMDD      All                                     12/31/99

















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                                  SCHEDULE "C"
               to agreement dated February 12, 1999 by and between
                               MAGIC FINGERS, INC.
                           1509 Southeast Second Court
                            Fort Lauderdale, FL 33301
                            Phone/fax:(954)-764-0579

                                       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. Release  Print:  As available,  one (1) 35mm  composite  release print of the
Picture and trailer. (For "SHAKMA" only).

2. M&E  Track:  Irrevocable  access  to,  and  ability  to move to a  laboratory
mutually  agreed upon one (1) 35mm state of the art magnetic  soundtrack  master
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.

C.  Videotape Items:

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

2.  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.

3.  Advertising Materials: All available advertising materials.


E.  Legal and Publicity Documents:

1.  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.

2. 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.

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3.  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.

4. 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).

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

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

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

8.  Copyright  Certificate:  Two (2) U.S.  Copyright  Registration  Certificates
(stamped by the Library of Congress) for each of the Pictures.

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

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

11. 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.

12.  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.

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

14.  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.

15.  Assignment of Rights  (Schedule "E"): 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 "E"
               to agreement dated February 12, 1999 by and between
                               MAGIC FINGERS, INC.
                           1509 Southeast Second Court
                            Fort Lauderdale, FL 33301
                            Phone/fax:(954)-764-0579

                                       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

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<PAGE>



to the Agreement.  In the event Assignor fails to execute and deliver such other
documents and instruments 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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