Unassociated Document


    MEMORANDUM
      OF AGREEMENT

    


    THIS
      MEMORANDUM OF AGREEMENT (the "Agreement") is made as of April 17, 2006 by and
      between Buzz Kill, Inc. ("Producer") and Dylan Hundley, an individual, whose
      principal place of residence is 283
      Third St., Jersey City, NJ 07302
      ("Finder").

    


    WHEREAS,
      the parties hereto desire to establish the terms and conditions as between
      themselves and as to their relationship with regard to the financing of a
      feature-length motion picture (the "Picture") based upon the upon the script
      currently entitled "Buzz Kill" written by Matt Smollon and Steven Kampmann
      (the
      "Property");

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and other
      good and valuable consideration, the sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    l.
      SERVICES:
      Finder
      hereby undertakes to use Finder’s reasonable best efforts, on a non-exclusive
      basis, to introduce Producer to third parties which are listed on the Schedule
      of Financiers attached hereto as Exhibit "A" and made a part hereof (herein
      referred to individually or collectively, respectively, as the "Financier"
      or
      Financiers"), who may be interested in lending for, investing in, or in any
      other way financing all or a portion of the development and/or production of
      the
      Picture. For the purposes of this Agreement, the terms "Financier" or
      "Financiers" shall only refer to investors, lenders or financiers who are
      directly introduced to Producer by Finder and who are listed on Exhibit "A"
      attached hereto. Finder shall be responsible for all costs associated with
      Finders services hereunder. Additionally, Finder shall render all services
      as
      are required by Producer hereunder and all services as are customarily rendered
      by producers of first-class feature length theatrical motion pictures in the
      United States motion picture industry, as, when and where required by Producer,
      and Finder shall comply with all reasonable directions, requests rules and
      regulations of Producer in connection therewith, whether or not the same involve
      matters of artistic taste or judgment. Finder shall cause the Picture to be
      produced in accordance with the approved budget and production schedule for
      the
      Picture. Finder shall be given meaningful consultation with respect to all
      "key
      elements", department heads and creative issues with respect to the Picture,
      with the Producer decision being final and prevailing in all such matters.
      

    


    2.
      TERM:
      Commencing on the date hereof, and continuing until the earlier of (a)
      termination by either party to this Agreement, or (b) the concluding of an
      agreement between Producer (or any designee, assignee, transferee, or other
      successor-in-interest of Producer in or to the Picture and/or Property,
      collectively referred to hereinafter as "Producer") and a Financier or
      Financiers for the provision of monies for the production of the Picture. The
      foregoing period of time is hereinafter referred to as the
      "Term."  

    


     3.
      COMPENSATION:
      Upon
      condition that Finder fully performs all the services, duties and obligations
      required to be performed by Finder as a producer hereunder and that Finder
      is
      not in default hereunder, and subject to Producer’s right of suspension and/or
      termination on account of Finder’s disability or default or an event of force
      majeure, Finder shall receive the following compensation:

    


    (a)
      Contingent
      Compensation:
      Finder
      shall be entitled to receive an amount equal to five percent (5%) of Producer’s
      share of the "net proceeds" of the Picture. "Net Proceeds" shall be defined,
      computed, accounted for and paid in accordance with Producer’s standard
      definition of net proceeds. Producer makes no representation that the Picture
      will generate any net proceeds, or any particular amount of net
      proceeds.

    


    4.
      CREDIT:
      Upon
      condition that Finder shall fully perform all of the services and obligations
      required to be performed by Finder as a producer hereunder, that Finder is
      not
      in default hereunder, and that Producer has not engaged the services of any
      other producer with respect to the Picture, Producer shall accord Finder the
      following credit:

    


    (a)
      a
      "producer" credit on screen, in the main titles of the Picture (or in the end
      titles if all other credits appear in the end titles), on a separate card,
      in no
      less than third position, on all positive prints of the Picture and in paid
      advertising issued by or under Producer’s direct control whenever the full
      billing block of credits appear.

    


    All
      other
      matters with respect to Finder’s credit shall be determined in Producer’s sole
      discretion. Finder’s credit in paid advertising, if any, shall be subject to the
      customary exclusions and practices of Producer, and/or any third party
      distributors of the Picture. No casual or inadvertent failure by Producer to
      comply with the provisions of this paragraph nor any failure by third parties
      to
      so comply shall constitute a breach of this Agreement by Producer.

    


    5.
      CONSULTATION:
      Throughout the Term, Producer agrees to consult and cooperate with Finder with
      respect to the Picture for the purpose of maximizing the opportunity of Finder
      to interest Financiers in the Picture and of entering into agreement(s) with
      Financier(s). Finder agrees to notify Producer no less than two (2) business
      days prior to approaching any potential Financier and the parties hereto shall
      coordinate their approach to such Financier in the event each party has a
      current and/or prior relationship with such potential Financier.

    


    6.
      FEES/CREDIT:
      If at
      any time during the Term, Producer enters into any agreement with any Financier
      to invest in, lend for, or finance production of the Picture, and provided
      such
      monies are used by Producer for the production of the Picture, in consideration
      of Finders services hereunder, the sufficiency of which is hereby acknowledged,
      then Finder shall receive: (i) (a) an amount equal to five percent (5%) of
      any
      amounts actually received by Producer from the Financier or Financiers.
      Notwithstanding the foregoing, Producer acknowledges that Finder is owed Forty
      Thousand Dollars ($40,000), which represents the amount equal to five percent
      (5%) of any amounts actually received by Producer from the Financier due to
      Finder's services. Further, Finder acknowledges that the receipt of Twenty
      Thousand Dollars ($20,000) from Financier and the remaining Twenty Thousand
      Dollars ($20,000) shall be paid by Producer as a Deferral which shall be due
      and
      payable in accordance with the Definition and Application of Proceeds to be
      attached hereto as Exhibit "B". In consideration of Finder's producer services
      with respect to the Picture, Finder shall be paid an additional Deferral of
      Fifty Thousand Dollars ($50,000) which shall be due and payable in accordance
      with the Definition and Application of Proceeds to be attached hereto as Exhibit
      "B"; and (ii) the following credit(s):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)
      In
      the event a Financier or Financiers enter into an agreement with Producer to
      provide financing for the Picture in an amount of no less than twenty to twenty
      five percent (20-25%) of the final "going in" budget of the Picture, Finder
      or
      its designee(s) shall be accorded an associate producer credit in substantially
      the following form:

    


    "Associate
      Producer: Dylan Hundley";

    


    (b)
      In
      the event a Financier or Financiers enter into an agreement with Producer to
      provide financing for the Picture in an amount of twenty six to fifty
      percent  (26-50%) of the final "going in" budget of the Picture,
      Finder or its designee(s) shall be accorded a co-producer credit in
      substantially the following form:

    


    "Co-Producer:
      Dylan Hundley"; and

    


    (c)
      In
      the event a Financier or Financiers enter into an agreement with Producer to
      provide financing for the Picture in the amount of fifty one to one hundred
      percent (51-100%) of the final "going in" budget of the Picture, Finder or
      its
      designee(s) shall be accorded a Executive Producer credit in substantially
      the
      following form:

    


    "Executive
      Producer: Dylan Hundley".

    


    Such
      credit(s) shall appear in the main titles of all positive prints of the Picture,
      on a separate or shared card to be determined by Producer in Producer's sole
      discretion and shall appear in all paid advertising for the Picture where credit
      is given to the Producer, subject to customary exclusions.

    


    Except
      as
      provided herein, all aspects of the above credits to be accorded Finder shall
      be
      in the Producer's sole discretion.

    


    8.
      NO
      OBLIGATION:
      Nothing
      in this Agreement shall obligate Finder to obtain any Financiers, nor shall
      anything in this Agreement obligate Producer to accept funding from any
      Financiers nor to enter into an agreement with any Financiers. Nothing in this
      Agreement shall obligate Producer to enter into any additional agreement(s)
      with
      Finder or to provide Finder with any additional compensation whatsoever for
      any
      motion pictures, sequels, pre-quels, remakes, television series, programs or
      projects which may be produced by Producer in the future regardless of the
      source of financing for such motion pictures, series, programs or
      projects.

    


    9.
      NO
      SALE OF SECURITIES:
      Finder
      acknowledges that Finder is acting solely in the capacity of a "finder" and
      shall not sell or offer to sell securities related to investing in the
      development and/or production of the Picture. Finder agrees to comply with
      all
      applicable state and federal securities laws. Finder agrees to indemnify and
      hold harmless Producer from any and all claims, losses, expense or damage
      (including reasonable attorneys' fees) resulting from any breach or claim of
      breach of this provision.

    


    10.
      RELATIONSHIP
      OF PARTIES:
      Finder
      is an independent contractor. Nothing herein contained shall be construed to
      place Finder and Producer in the relationship of principal and agent, master
      and
      servant, partners, joint venturers or employer and employee, and neither party
      shall have, or expressly or by implication, represent themselves as having,
      any
      authority to make contracts in the name of or binding on the other, or to
      obligate or bind the other in any manner whatsoever.  

    


    ll.
      ENTIRE
      AGREEMENT/AMENDMENT:
      This
      Agreement constitutes the entire agreement between the parties with reference
      to
      this matter, and supersedes all prior agreements written or oral. This Agreement
      cannot be amended except by written instrument signed by the
      parties.  

    


    l2.
      GOVERNING
      LAW/JURISDICTION:
      This
      Agreement is made and is to be construed under the laws of the State of New
      York. The parties hereby agree that any action arising out of or relating to
      this Agreement, its performance, enforcement or breach, the Picture and/or
      the
      Property shall be filed in the United States Southern District of New York
      and
      all parties submit themselves to the personal jurisdiction of said courts for
      all such  purposes.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.
      ASSIGNMENT:
      Finder
      may not assign Finder's obligations hereunder. Producer may assign Producer's
      rights and obligations hereunder freely, including, without limitation, to
      a
      corporation in which Producer serves as an officer and principal shareholder
      and
      in the event of such assignment, Finder agrees to look solely to such assignee
      for performance of Producer's obligations hereunder. 

    


    14.
      SEVERABILITY:
      If any
      provision of this Agreement shall be found invalid or unenforceable, then such
      provision shall not invalidate or in any way affect the enforceability of the
      remainder of this Agreement.

    


    15.
      REMEDY:
      The
      remedy for any breach or alleged breach of this Agreement shall be limited
      to
      the right, if any, to recover money damages at law and Finder irrevocably waives
      any right to equitable or injunctive relief. 

     

    16.
      NON-DISCLOSURE/PUBLICITY:
      Finder
      recognizes and acknowledges that: (i) the proprietary, confidential and
      competitive nature of screenplay for the Picture (the "Property"), any
      information and/or materials provided to Finder with respect to the Property
      and
      the Picture (collectively, the “Materials”) and the damage that could result to
      the Producer if the Materials, or any information contained therein, is
      disclosed to any third party, and (ii) that the Materials which are shown or
      provided to Finder are the property of the Producer and shall be considered
      proprietary information, whether or not any portion thereof is or may be validly
      copyrighted. Accordingly, Finder will not, without the prior written consent
      of
      the Producer, directly or indirectly, disclose all or any portion of the
      Materials, or the substance thereof, to any third party except to the extent
      required by applicable law or legal process. Finder warrants and agrees that
      Finder shall not authorize the publication of any news story, magazine article
      or other publicity or information of any kind or nature relating to: (a) the
      Picture; (b) the Property; (c) Finder’s services hereunder; (d) the Producer; or
      (e) to any exhibitor or any distributor of the Picture, without the prior
      written consent of Producer in each instance.

    


    17.  PREMIERE/FESTIVALS:
      Upon
      condition that Finder fully performs all services and material obligations
      required to be performed by Finder hereunder, and provided that Finder is not
      in
      material uncured default hereunder, and provided that any other individual
      rendering producing receives the following, then Producer shall invite Finder
      and one (1) guest to attend the first major “celebrity” premiere of the Picture
      and any “first-tier” film festival screenings of the Picture. In the event the
“first-tier” film festival or premiere is more than fifty (50) miles from
      Finder’s then current place of residence, Company shall use best efforts to
      require the distributor of the Picture to provide Employee with the following:
      (a) one (1) round-trip, coach-class air transportation, if available and if
      used, for each of Finder and Finder’s guest; (b) non-exclusive ground
      transportation between the airport and hotel; and (c) reasonable hotel
      accommodations (room and tax only).

    


    18.  DVD:  Upon
      the condition that Finder fully performs all of the material services and
      obligations required to be performed by Finder hereunder and that Finder is
      not
      in material uncured default hereunder, Finder shall be entitled to one (1)
      DVD
      copy of the Picture upon commercial availability of the same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date set
      forth above.

     

    


    BUZZ
      KILL, INC.:

    


    /s/ Thomas
      Hanna                                           

    An
      Authorized Signatory

     

    


    /s/
      Dylan
      Hundley                                           

    DYLAN
      HUNDLEY