Unassociated Document


    **NO
      QUOTE BASIS**

     

    BUZZ
      KILL, INC.

    4
      Park Avenue, Suite 16K

    New
      York, New York 10016

     

    As
      of
      April 13, 2007

     

    Seasmoke,
      Inc. f/s/o Steven Kampmann

    c/o
      Elkins & Elkins

    16830
      Ventura Boulevard, Suite 300

    Encino,
      CA 91436

    


    Re:
      Buzz
      Kill/Steven Kampmann

    


    Dear
      Mr.
      Kampmann:

    


    The
      following shall set forth the agreement (”Agreement") between Buzz Kill, Inc.
      ("Company'), which is or shall become by principal photography of the Picture
      a
      signatory to the applicable DGA Agreement, and Seasmoke, Inc. (”Lender") with
      respect to Lender furnishing the services of Steven Kampmann (“Director") for
      Director’s directing services in connection with the motion picture currently
      entitled “Buzz Kill" ("Picture") as follows; contingent upon, however, that
      Company secures financing for the Picture:

    


    1.
      Services.
      Lender
      shall cause Director to render all services reasonably required by Company
      during the pre-production, production and post-production of the
      Picture.

    


    1.1
      Pre-Production
      Services:
      During
      the pre-production period,commencing as one (1) week on either side of June
      11,
      2007 until one (1) week on either side of July 16, 2007 ('Pre-Production
      Period"), Lender shall cause Director’s services to be on a exclusive, first
      priority, in-person basis; it being understood that in the event that Director
      provides services for a third party, Lender shall ensure that such services
      shall not interfere or in any way hinder either Lender's or Director’s
      obligations hereunder. During the Pre-Production Period, Director shall, amongst
      other things, attend development, casting, location, scheduling, financing
      and
      budget meetings as reasonably designated by Company and perform all other
      services customarily rendered by directors of first-class independently produced
      theatrical motion pictures.

    


    1.2
      Production/Post-Production
      Services:
      Director's services shall be exclusive commencing one (1) week on either side
      of
      July 16, 2007 through completion of principal photography and first priority
      through Directors delivery of the final cut of the Picture; thereafter,
      Director’s services shall be non-exclusive but rendered on a regular in-person
      basis until delivery of the completed Picture (including airline and television
      coverage, and any additional photography required by Company), provided that
      Director’s professional availability does not materially interfere with the
      delivery of the completed Picture. Notwithstanding the foregoing, any of
      Director’s services subsequent to September 8, 2007 shall be subject to
      Directors teaching schedule.

    


    1.3
      Pay
      and Play Basis:
      Provided Lender and Director have fully Performed all material services required
      by Company in connection with the Picture, provided further that neither Lender
      nor Director are in material default or breach of this Agreement, and subject
      to
      Company’s right of suspension and/or termination on account of Directors
      default, disability or an event of force majeure, Director shall become "pay
      and
      play" for the Director Fees in Paragraph 4.1(a) once the Company sets the
      Picture for production; it being understood that the Picture shall be deemed
      "set for production" when the financing for the Picture has been secured, final
      screenplay and budget have been approved by Company, the principal cast and
      creative personnel have been engaged and a definite start date has been
      scheduled by the Company for commencement of principal photography; provided,
      however, that in no event shall Director become "pay and play" later than any
      other “pay and play" individual associated with the Picture (except the
      producers of the Picture).

    


    2.
      Picture
      Specifications.
      Notwithstanding anything to the contrary contained herein, all of Company's
      obligations hereunder shall be conditioned upon the following specifications
      for
      the Picture unless otherwise approved by Company in writing. The Picture shall:
      (i) conform to the Company-approved screenplay dated as of February 8, 2007,
      except for minor changes during production; (ii) have a running time of not
      less
      than eighty-five (85) minutes (exclusive of main and end titles) nor more than
      one hundred twenty (120) minutes (inclusive of main and end titles); (iii)
      receive a MPAA rating no more restrictive than "R"; and (iv) have sufficient
      alternative footage of scenes and dialogue necessary for airline and U.S.
      network television exhibition of the Picture.

    


    3.
      Credit.
      Provided that the Picture is substantially completed with Director as the sole
      director (excluding, however, second unit photography) thereof and there is
      no
      material uncured breach by Lender and/or Director hereunder, Director shall
      be
      accorded the following credits:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1
      Directed
      By Credit:
      a
“Directed By" credit on a separate card in the main titles on positive prints
      of
      the Picture and in the billing block portion of all paid advertising of the
      Picture under Company's control (subject to the customary exclusions and
      practices of the distributor(s) of the Picture). Director’s credit shall be at
      the same size  height, width, thickness and duration) of the credit of
      any other individual rendering producing or executive producing services on
      the
      Picture. If any individual producer or executive producer credit is displayed
      in
      the billing block portion of an excluded ad issued by or under the control
      of
      Company (other than an advertisement related to awards, nominations,
      congratulations and the like or in the audio portion of any excluded ad in
      which
      only the honoree is mentioned), then Director shall receive Director's "Directed
      By" credit in the billing block portion of such excluded ad. In the event that
      Company elects, in its sole discretion, to include a "billing block" on the
      packaging of video and soundtrack items (collectively, "Packaging"), Director
      shall receive Director's "Directed By" credit on the packaging of the video
      and
      soundtrack items (collectively, the "Packaging").

    


    3.2
      Possessory
      Credit:
      A "Film
      By" credit on a separate card in the main titles on positive prints of the
      Picture and in the billing block portion of all paid advertising of the Picture
      under Company's control (subject to the customary exclusions and practices
      of
      the distributor(s) of the Picture). Director's credit shall be at the same
      size
      (i.e., height, width, thickness and duration) of the credit of any other
      individual rendering producing or executive producing services on the Picture.
      If the production credit accorded for the Picture is displayed in the billing
      block portion of an excluded ad issued by or under the control of Company (other
      than an advertisement related to awards, nominations, congratulations and the
      like or in the audio portion of any excluded ad in which only the honoree is
      mentioned), then Director shall receive Director's "Film By" credit in the
      billing block portion of such excluded ad. In the event that Company elects,
      in
      its sole discretion, to include a 'billing block" on the Packaging, Director
      shall receive Director's "Film By" credit on the Packaging.

    


    3.3
      Miscellaneous:
      Company
      shall contractually obligate the distributor(s) of the Picture to comply with
      the credit herein, but shall not be responsible for such distributor(s)' failure
      to comply nor for inadvertent breach. Subject to the applicable provisions
      of
      the Directors Guild of America Low Budget Agreement ("DGA Agreement"), all
      other
      aspects of Director's credit shall be determined in Company's sole discretion.
      No casual or inadvertent failure of Company to comply with the provisions of
      this paragraph, nor any failure by third parties to comply with their agreements
      with Company, shall constitute a breach of this Agreement by Company or such
      third parties. In the event of any failure by Company to comply with the
      foregoing credit provisions, and upon written notice from either Lender or
      Director, Company shall make good faith efforts to prospectively cure any such
      failure which is commercially practicable.

    


    4.
      Compensation.
      Provided that the Picture is produced by Company or its assignees, licensees
      or
      successors and that neither Lender nor Director is in material uncured breach
      hereunder, Lender shall be entitled to receive the following
      compensation:

    


    4.1
      Director Fees: Fixed Compensation in the amount of: (a) Twenty Thousand Dollars
      ($20,000), for Director's services required by Company hereunder, which shall
      be
      due and payable as follows:

    


    (i)
      twenty percent (20%) upon execution of this Agreement;

    


    (ii)
      sixty percent (60%) in weekly installments over the in-going schedule of
      principal photography;

    


    (iii)
      ten
      percent (10%) upon the conclusion of principal photography; and

    


    (iv)
      ten
      percent (10%) upon the Picture being delivered.

    


    (b)
      a
”Deferral" in the amount of Fifty Thousand Dollars ($50,000) which shall be
      due
      and payable according to the Definition and Application of Proceeds to be
      attached hereto as Exhibit "A";

    


    (c)
      An
      additional fee of Ten Thousand Dollars ($10,000) for every One Hundred Thousand
      Dollars ($100,000) that the final ”actualized" budget of the Picture (excluding
      contingency, completion bond costs, interest and other finance charges and
      any
      amounts payable to Lender hereunder) in excess of the currently anticipated
      budget of Six Hundred Fifty Thousand Dollars ($650,000).

    


    4.2
      Contingent
      Compensation:
      If
      Company or its assignees, licenses or successors produces or causes the Picture
      to be produced, in addition to the amount set forth in Paragraph 4.1 above,
      Lender shall each receive an amount equal to five percent (5%) of one hundred
      percent (100%) of the “Net Proceeds", which shall be defined, calculated, due
      and payable in accordance with Company's standard definition, subject to good
      faith negotiations but in any event defined, computed, accounted for and paid
      on
      a most favored nations basis with any other Net Proceeds
      participant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    4.3.
      Box
      Office Bonus:
      If the
      Picture is released as a theatrical motion picture and if the Picture's North
      American (i.e., the United States and Canada) theatrical box office receipts
      (as
      reported in weekly Variety or EDI) reach or exceed Fifteen Million Dollars
      ($15,000,000) then Company shall pay to Lender the amount of Twenty Five
      Thousand Dollars ($25,000) and an additional Twenty Five Thousand Dollars
      ($25,000) thereafter for each Fifteen Million Dollars ($15,000,000) in
      theatrical box office receipts (as reported in weekly Variety or EDI) reached
      thereafter. All amounts paid to Lender pursuant to this Paragraph 4.3 shall
      be
      applicable against Lender's Net Proceeds Participation.

    


    5.
      Transportation.
      Lender
      and Director acknowledge that Director is to be considered a local hire.
      Accordingly, no travel, hotel or per-diem expenses shall become due or payable
      as a result of either Lender's or Directors participation in the filming of
      the
      Picture. Notwithstanding the foregoing, if Company shall require Director to
      render services hereunder (other than for publicity or promotional services)
      at
      a location which is more than one hundred (100) miles from Directors principal
      residence (the "Location"), then Company shall provide Director with: (i) one
      (1) round-trip, coach-class air transportation (if available, appropriate and
      if
      used), between Director's residence and the Location (only if such travel is
      provided to other non-cast members; provided, however, that no such
      transportation shall be accorded if traveling within the state of New Jersey);
      (ii) hotel accommodations (room and tax only) (only if such accommodations
      are
      provided to other non-cast members); and (iii) ground transportation between
      the
      airport and hotel accommodations and ground transportation between hotel and
      the
      set and between locations (only if such transportation is provided to any other
      non-cast member). Lender and Director expressly acknowledge that no such
      transportation or expenses are required in order for Director to render
      Director's services hereunder.

    


    6.
      Cutting
      & Editing.
      Subject
      to the customary restrictions of the distributor(s) of the Picture, and subject
      further to the DGA Agreement, and provided that: (i) principal photography
      of
      the Picture is completed with Director as the sole director thereof: (ii)
      neither Lender nor Director materially breach any of the terms hereunder and
      such breach remains uncured; and (iii) the Picture is completed in conformity
      with the picture specifications as set forth in Paragraph 2 herein, Director
      shall have the right of "final cut." Director agrees to deliver the “locked"
      Picture no later than eight (8) weeks after the conclusion of principal
      photography and the "final cut" not later than twelve (12) weeks thereafter.
      Director's cutting and preview rights hereunder shall be, as set forth in the
      DGA Agreement, exercised in a manner so as not to result in any costs in excess
      of the approved budget for the Picture. Further, subject to the customary
      restrictions of the distributor(s) of the Picture, Director shall have the
      right
      to cut the foreign, festival, television, music videos and airline versions
      of
      the Picture.

    


    7.
      Approvals.
      Lender
      and Director acknowledge and agree that Director shall have all approvals and
      controls subject to meaningful consultation with Company, including, without
      limitation, with respect to all key creative elements and the key crew. Director
      shall have meaningful consultation regarding the production schedule, script,
      the score and soundtrack for the Picture. Lender and Director acknowledge that
      the services to be rendered hereunder are personal to Director and may not
      be
      delegated or assigned.

    


    8.
      Work-For-Hire.
      Lender
      and Director acknowledge that all results and proceeds of Lender's and
      Director's services hereunder and any material, whether written or oral,
      contributed or submitted to Company in connection with the Picture are being
      specially ordered by Company for use as part of a motion picture and shall
      be
      considered a "work-made-for-hire" for Company and, therefore, Company shall
      be
      the author and copyright owner thereof for all purposes throughout the universe.
      If for any reason any of the foregoing results and proceeds or materials are
      not
      deemed a work-made-for-hire then Lender and Director hereby grant and
      irrevocably assign to Company all such rights. Lender and Director hereby grant
      to Company the right, in perpetuity and throughout the world, to use, issue
      and
      authorize publicity concerning Director and to use Director's name, approved
      image, approved voice, approved likeness, approved photograph and approved
      biography in connection with the production (except with respect to Director's
      acting services should he elect to render such services), exhibition, promotion,
      advertising, distribution and exploitation of the Picture, provided Director
      is
      not depicted as directly or indirectly endorsing any product or
      service.

    


    9.
      Force
      Majeure.
      In the
      event the preparation or production of the Picture is materially hampered,
      interrupted or prevented due to an event of force majeure (as that term is
      customarily defined in the motion picture industry) including, but not limited
      to, an act of God, war, riot, civil commotion, tire, casualty, strike, labor
      dispute, act of any governmental authority or any other reason which is beyond
      Company's reasonable control, (and provided that Company also suspends the
      rendition of services by all other personnel on the Picture for such event
      of
      force majeure), Company shall have the right to (a) suspend the Agreement (by
      serving notice of such suspension to Director in writing) while such event
      continues (and such additional period of time as Company may require to make
      preparation for the utilization or resumption of Lender's and Director's
      services) and/or (b) terminate the Agreement (by serving notice of such
      termination to Director in writing). In the event of a suspension pursuant
      to
      this paragraph, Company's obligation to make the payments provided hereunder
      shall likewise be suspended, except for any payments, which have accrued prior
      to the suspension, but have not yet been paid; provided that if any other person
      associated with the Picture has been paid during such suspension, Director
      shall
      also be paid. Director shall have the right to work for third parties during
      the
      suspension period. Company may not suspend either Lender or Director under
      this
      Paragraph 9 unless all other personnel principal cast members and above-the-line
      crew members are also suspended; and neither Lender nor Director may be
      terminated under this Paragraph 9 unless all other personnel are also
      terminated. In the event of a termination pursuant to this paragraph, Company,
      Lender and Director shall be released and discharged from any further obligation
      to each other hereunder and the compensation if any theretofore accrued to
      Lender hereunder when paid shall be deemed payment in full of the compensation
      payable to Lender; provided however that Company's credit, indemnification
      and
      insurance obligations to Lender and Director shall survive any such termination.
      If Company has exercised its suspension rights with respect to any event of
      force majeure and subsequently reinstated Lender and Director, then Company
      may
      not suspend again for a continuation of the same event of force majeure (other
      than where such event of force majeure is a strike or anticipated strike by
      the
      DGA, WGA and/or SAG). If Company requests Director to remain on location during
      any such period of suspension, Company shall continue to provide for Director
      as
      described in this Agreement. Director shall only be subject to a single
      suspension for a force majeure event. Director shall be reinstated if production
      of the Picture is recommenced after a force majeure termination on the terms
      as
      set forth herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.
      Default/DisabiIity.
      Upon
      written notice to Lender of any breach by Lender and/or Director of any of
      the
      provisions of this Agreement, and provided that Lender and/or Director shall
      have a reasonable time in light of the time restraints imposed by the production
      schedule, but in no event to exceed forty eight (48) hours after receipt of
      written notice to cure such breach (such reasonable time, the “Cure Period")
      Company shall thereafter immediately have the right, exercisable at any time
      after the expiration of the Cure Period, to suspend Lender's engagement
      hereunder and/or to terminate this Agreement by so notifying Lender in writing.
      If either Lender or Director fail or refuse or neglect for any reason whatsoever
      to render the services or fulfill the material obligations provided hereunder,
      or if Lender shall be unable to cause Director to render the services or fulfill
      the obligations provided hereunder by reason of sickness, disability (and such
      sickness and/or disability lasts longer than seven (7) consecutive days or
      fourteen (14) days in the aggregate), death or unavoidable accident, Company
      shall have the right to (a) suspend the Agreement (by serving notice of such
      suspension to Director in writing) which such default or disability continues
      (and such additional period of time as Company may require to make preparation
      for the utilization or resumption of Lender's and Director's services hereunder)
      and/or (b) terminate the Agreement (by serving notice of such termination to
      Director in writing). In the event of a suspension pursuant to this paragraph,
      Company's obligations to make payments hereunder described shall be suspended,
      except for any payments that have accrued prior to the suspension, but have
      not
      yet been paid. In the event Company elects to terminate the Agreement because
      of
      either Lender's or Directors materially uncured default, Company shall have
      no
      further obligation to either Lender or Director hereunder, except for Company's
      credit, indemnity and insurance obligations to Lender and Director. In the
      event
      that Company elects to terminate the Agreement because of sickness, disability,
      death or accident, the compensation if any theretofore accrued to Lender when
      paid shall be deemed payment in full of the compensation payable to Lender
      hereunder. At Company's election, (i) a material breach by either Lender or
      Director of any other agreements entered into between Lender and/or Director
      and
      Company ('Other Agreements") will be deemed to be a material breach of this
      Agreement; and (ii) if Lender's or Director's services are suspended and/or
      terminated under the Other Agreements, then Company shall have the right to
      suspend Lender's and/or Director's services hereunder or terminate this
      Agreement, as applicable.

     

                    11.
      Representations
      and Warranties.
      Lender
      and Director hereby represent, warrant and agree that:

     

    11.1
      Lender is a duly organized and existing corporation in good standing under
      the
      laws of its place and country of incorporation, and has the exclusive right,
      power and authority to enter into this Agreement, to grant the rights agreed
      to
      be granted by Lender hereunder and to furnish the services of Director as herein
      provided under a valid and subsisting exclusive binding contract of employment
      pursuant to which Lender employs Director for a term extending at least until
      the completion of all services required of Director hereunder, and if Lender
      was
      incorporated outside the United States of America, it is not engaged in any
      trade or business in the United States and does not have a “permanent
      establishment" in the United States (as that term is defined in the Tax Treaty
      between the United States and the country of incorporation), and it does not
      have any agent in the United States who has, or habitually exercises, general
      authority to negotiate and conclude contracts on its behalf.

     

    11.2  Lender
      will make all payments of compensation required to be made to Director on
      account of the services rendered by Director pursuant to this Agreement and
      by
      reason of the exploitation of any rights granted to Company hereunder. Lender
      will discharge all obligations imposed upon Lender in connection with furnishing
      Director's services hereunder under applicable local, state, federal and
      international laws, including, but not limited to, obligations with respect
      to
      tax withholdings, worker’s compensation laws, national health insurance, social
      security and unemployment and disability insurance.

    


    11.3
      Neither Lender nor Director is subject to any obligation or disability which
      will or might prevent Lender or Director from fully keeping and performing
      all
      of the material covenants and conditions to be kept or performed by Lender
      or
      Director hereunder, and neither Lender nor Director has made nor will make
      any
      grant, assignment, commitment or do or permit any act which will or might
      interfere with or impair the full and complete performance of Lender's and
      Director's services or Company's full and complete enjoyment and exercise of
      the
      rights and privileges granted herein.

    


    11.4
      Any
      and all material written or furnished by Lender and Director hereunder is or
      will be original, shall not have been exploited in any manner or medium or
      (provided that Lender and/or Director notifies Company thereof) shall be in
      the
      public domain throughout the world, and shall not, to the best of Director's
      knowledge, infringe upon or violate the right of privacy of, or constitute
      a
      libel, slander, or unfair competition against, or violate any common law right,
      copyright or any other right of any person or entity.

    


    11.5
      to
      the best of Lender and Director's knowledge, there are (and will be) no liens,
      claims or encumbrances by or through Lender and/or Director which might conflict
      with or otherwise affect any of the provisions of the Agreement or Company's
      promotion or exploitation of the Picture (and all rights therein) in any and
      all
      media whether now known or hereafter devised throughout the universe in
      perpetuity; it being agreed, without limiting the generality of the foregoing,
      that Lender's and Director's representations, warranties, indemnity and grant
      of
      rights hereunder shall survive the suspension and/or termination, if ever,
      of
      Lender's and Director's engagement in connection with the Picture. Company's
      indemnity, Company's obligation to accord Director credit as set forth herein
      and Company's obligation to provide insurance coverage as set forth herein
      shall
      survive the suspension and/or termination.

    


    11.6
      Lender shall cause Director to deliver the completed Picture in accordance
      with
      Company's approved budget (excluding costs and/or delays that are beyond
      Director's control), production and post-production schedule, delivery date
      and
      shooting script (it being understood that neither Lender nor Director shall
      make
      any changes in connection therewith, except as provided in Paragraph 2 above,
      without Company's prior approval).

    


    12.
      Indemnity.
      Lender
      and Director shall defend and indemnify and hold harmless Company and Company's
      employees and its officers, agent, successors, assign and licensees from and
      against any and all liabilities, claims, costs, damages and expenses (including
      reasonable outside attorneys' fees and disbursements) arising out of or in
      connection with a breach of the foregoing covenants, warranties or
      representations. Except with respect to matters arising from a breach hereof
      by
      Lender and/or Director and/or the gross negligence or willful misconduct of
      Lender and/or Director, Company shall indemnify Lender, Director, and each
      of
      its respective successors, heirs, assigns, administrators, trustees, executors
      and personal representatives and hold them harmless from and against any and
      all
      liabilities, claims, costs, damages and expenses (including reasonable outside
      attorneys' fees and disbursements) arising out of Company's development,
      production, distribution and/or exploitations of the Picture and/or any element
      thereon.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.
      No
      Obligation to Proceed.
      Company
      has no obligation to actually use the results and proceeds of Directors services
      or to make, produce or exploit the Picture; it being understood that in the
      event Company abandons production of the Picture, it may terminate Lender’s and
      Director’s services pursuant to this Paragraph 13, Company shall not have any
      further obligation to either Lender or Director other than the obligation to
      pay
      all vested monies theretofore accrued and yet unpaid to Lender hereunder.
      Further, Company may, at its sole discretion, abandon the Picture at any time
      without further obligation to either Lender or Director other than the
      obligation to pay all monies theretofore accrued and yet unpaid to Lender
      hereunder. Payment of all compensation earned and accrued hereunder, subject
      to
      Company's right of termination or suspension, shall fully discharge Company
      of
      all of its obligations hereunder.

    


    14.
      Remedies.
      Lender
      agrees that the services to be rendered by Director hereunder and the rights
      and
      privileges granted to Company hereunder are of a special, unique, unusual,
      extraordinary and intellectual character involving skill of the highest order
      which gives them a peculiar value, the loss of which may be reasonably or
      adequately compensated by damages in an action at law, and that a breach by
      either Lender or Director hereunder or the failure of either Lender or Director
      to render services in accordance with any of the provisions hereof may cause
      Company to suffer irreparable injury and damage. Lender hereby expressly agrees
      that Company will be entitled to seek injunctive and other equitable relief
      to
      prevent or cure any breach or threatened breach of this Agreement. Resort by
      Company to injunctive or equitable relief, however, will not be construed as
      a
      waiver of any of the rights which Company may have against either Lender or
      Director for damages or otherwise. Notwithstanding the foregoing, in the event
      of any breach or alleged breach of this Agreement by Company, Lender's and
      Director's sole right shall be to seek the recovery of money damages, and
      neither Lender nor Director shall have any right to terminate or rescind this
      Agreement or to otherwise enjoin or restrain the production, distribution,
      advertising or exploitation of the Picture or any rights therein.

    


    15.
      Publicity.
      Lender
      and Director warrant and agree that neither Lender nor Director shall authorize
      the publication of any news story, magazine article or other publicity or
      information of any kind or nature relating to the Picture or Lenders and/or
      Directors services hereunder or to Company or Company's personnel or operations
      or to any exhibitor or any distributor of the Picture without the prior written
      consent of Company in each instance; provided, however, that Lender and Director
      may issue personal publicity solely concerning Director in which the Picture
      is
      mentioned incidentally, so long as such references to the Picture, Company
      or
      Company's personnel are not derogatory.

    


    16.
      Premiere.
      Upon
      the condition that Lender and Director fully and faithfully perform all of
      the
      material services and obligations required to be performed by Lender and
      Director hereunder and that neither Lender nor Director are in material uncured
      default hereunder, Company shall provide Director plus one (1) guest with an
      invitation to attend all major United States celebrity premiere(s) and all
      major
      film festivals (if any) of the Picture. If any individual receives travel and
      expenses to any premiere or film festival, and in the event any such premiere
      or
      festival is more than two hundred fifty (250) miles from Director's then current
      place of residence, Company shall use reasonable good faith efforts to require
      the distributor of the Picture to provide Director with the following: (i)
      one
      (1) round-trip air transportation, if available and if used (only if such
      transportation is provided to other non-cast members); (ii) hotel accommodations
      (room and tax only) (only if such accommodations are provided to any other
      non-cast member); and (iii) reasonable expenses incurred in connection with
      or
      arising from the attendance of Director at any such premiere or festival (only
      if such expenses are reimbursed for any other non-cast member). All provisions
      contained in this Paragraph 16 shall be on a most favored nations basis with
      all
      other producers rendering services in connection with the Picture (ie, if any
      other producer is accorded air transportation, accommodations and/or expenses
      for any premiere or festival, Director shall also receive air transportation,
      accommodations and/or expenses for such premiere or festival). If Director
      receives the same or similar benefits under the terms of a "Literary Purchase
      Agreement" between Purchaser and Lender dated April 1, 2007, then Director
      shall
      be only entitled to such premiere invitations and/or transportation and expenses
      so as not cause a duplication of benefits accorded to Director
      hereunder.

    


    17.
      Errors
      & Omissions Insurance.
      Company
      shall add Lender and Director as additional insureds under Company's errors
      and
      omissions and general liability policies in connection with the Picture, if
      any,
      subject to the terms and conditions of said policy, including any deductible
      or
      policy limits; provided, however, the inclusion of Lender and Director on said
      policy will relieve neither Lender nor Director from
      his  representations, warranties and indemnities contained
      herein.

    


    18.
      Union
      Agreement and Membership.
      Company
      hereby warrants and represents that it will be a signatory in good standing
      with
      the Directors Guild of America, and shall be subject to the terms and conditions
      contained within the DGA Agreement no later than the commencement of principal
      photography for the Picture. To the extent that any provision in this Agreement
      conflicts with the mandatory provisions of any collective bargaining agreement
      applicable to and binding upon Company in connection with the rendition of
      Director's services hereunder, including, without limitation, the DGA Agreement
      (the “Union Agreement"), the Union Agreement shall prevail; provided, however,
      that in the event of such conflict, the affected provisions of this Agreement
      so
      affected shall be curtailed and limited only to the extent necessary to permit
      compliance with the minimum mandatory terms and conditions of the Union
      Agreement. To the extent and during such period as it may be lawful for Company
      to require Director to do so, Lender shall cause Director to become and remain
      a
      member in good standing of any appropriate union(s), including, without
      limitation, the Directors Guild of America. If Director fails, neglects or
      refuses to become a member in good standing of any such union(s), Company shall
      have the right at Company's sole election (in addition to its other rights
      and
      remedies hereunder) to terminate this Agreement or to pay on Director's behalf
      any required dues, fees or other payments to such union(s) and in the event
      of
      any such payment, Company may deduct the amounts paid by Company from any
      compensation otherwise payable to Lender hereunder. Company shall acquire the
      maximum rights permitted to be acquired pursuant to the Union Agreement.
      Director agrees to the content of any and all waivers that Company may obtain
      from any relevant union. Company shall not be entitled to apply overscale
      compensation for Director's services in connection with the Picture in reduction
      of any other payments due Lender and/or Director under the Agreement or of
      any
      union or guild residual payments or to cross collateralize contingent
      compensation with union or guild residual payments or vice versa. Company agrees
      to pay on behalf of Lender directly to the proper authority concerned all
      applicable DGA union pension, health and welfare fund contributions; provided,
      however, in no event shall the aggregate amount of such payments exceed the
      total of all similar payments which Company would be required to make had
      Company employed Director directly. Any such payments will be treated by Company
      for United States federal, state and local tax purposes as additional income
      paid by Company to Lender and as if Lender made such payment to the proper
      authority concerned.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19.
      Jurisdiction.
      This
      Agreement shall be governed by and construed pursuant to the laws of the State
      of New York, United States of America applicable to agreements executed and
      to
      be performed entirely therein.

    


    20.
      Commitment
      to Others.
      Neither
      Lender nor Director shall have any right or authority to nor shall employ any
      person in any capacity, nor contract for the purchase or rental of any article
      or material, or make any commitment, agreement or obligation whereby Company
      shall be required to pay any monies or other consideration without Company's
      prior written consent in each instance.

    


    21.
      DVD
      For Private Use:
      Upon
      condition that Director shall substantially perform all of the material services
      and obligations required to be performed by Director hereunder and that Lender
      and/or Director is not in material default hereunder, Company shall furnish
      Director (for Director's private, non-commercial use) with one (1) DVD copy
      of
      the Picture, when the same is manufactured and generally commercially
      available.

    


    22.
      Office/Assistant:
      Company
      shall make best efforts to provide an intern for Director during the course
      of
      production and provide Director with access to Company's offices during the
      course of production.

    


    23.
      Subsequent
      Production:
      If
      within seven (7) years after the initial general theatrical release (if any)
      of
      the Picture, if Company or its assignee elects (in its sole discretion) to
      create an initial live action theatrical sequel to and/or an initial live action
      theatrical prequel to and/or the initial live action theatrical remake of the
      Picture (collectively the “Theatrical Production") and provided Director
      receives sole “Directed by" credit for the Picture and is then active as a
      director in the theatrical motion picture industry and is available as, when
      and
      where reasonably required by Company, then Company shall first negotiate in
      good
      faith (within Company's standard parameters but in no event upon financial
      terms
      for Director's directing services less favorable to Director than the financial
      terms as set forth in this Agreement) with Director on the direction for the
      first such Theatrical Production. If Producer and Director fail to agree on
      terms for Director's services on such Theatrical Production within thirty (30)
      days following Company's service of notice on Director of the commencement
      of
      negotiations therefore, if Director is unavailable, or if Director elects not
      to
      direct, then Company shall the right to engage another director(s) and shall
      have no further obligation to Director. If Company and Director enter into
      such
      an agreement for the initial Theatrical Production, such agreement shall contain
      a provision substantially similar to this Paragraph 23.

    


    24.
      Miscellaneous.

    


    24.1
      This
      Agreement contains the entire understanding of the parties relating to the
      subject matter hereof and cancels and supercedes any prior understandings or
      agreements whether written or oral of the parties. Lender and Director
      acknowledge that no representation or agreement not expressly contained in
      this
      Agreement has been made by Company or any of its agents, employees or
      representatives to either Lender or Director. This Agreement may not be modified
      or amended except in writing signed by the party to be charged.

    


    24.2
      All
      written notices which either party hereto is required or may desire to give
      to
      the other shall be given by delivering or mailing the same to the other at
      the
      address shown on the face hereof, or at such other address as may be designated
      in writing by any such party in a notice to the other given as aforesaid.
      Notices shall be sufficiently given when hand-delivered or when the same shall
      be deposited so addressed, postage prepaid, in the mail and/or when the same
      shall have been transmitted by facsimile or similar means and three (3) days
      after mailing of said delivery, mailing or transmission shall be the date of
      the
      giving of such notice. Copies of all notices to Company shall be sent to Emerson
      E. Bruns, PLLC, 1790 Broadway, 20th Floor, New York, NY 10019, Attn.: Emerson
      E.
      Bruns, Esq. Copies of all notices to Lender and/or Director shall be sent to
      Myman Abell Fineman Fox Greenspan Light, LLP, 11601 Wilshire Blvd., Suite 2200,
      Los Angeles, CA 90025-175S, Attn.: Thomas J. Fineman, Esq.

    


    24.3
      Within five (5) business days after Lender’s and/or Director’s receipt of
      written request from Company, Lender and/or Director shall execute, acknowledge
      and deliver to Company any and all further documents or instruments consistent
      herewith necessary to carry out the purposes and intent of this Agreement.
      Lender and Director hereby irrevocably appoint Company (which appointment Lender
      and Director acknowledge is a power coupled with an interest) the true and
      lawful attorney-in-fact of Lender and Director to execute, acknowledge and
      deliver any such document or instrument if Lender and/or Director shall fail
      or
      refuse to execute, acknowledge or deliver the same within such period. If
      Company signs any documents as either Lender’s or Director’s attorney-in-fact,
      Company will provide Lender and/or Director with copies of such documents;
      provided, however, that inadvertent failure to do so shall not be deemed a
      breach of this Agreement.

    


    24.4
      In
      no event shall either Lender or Director be provided with transportation, a
      per
      diem, invitations to premieres or other benefits pursuant to this Agreement, or
      Other Agreements so as to result in double benefits to either Lender or
      Director.

    


    24.5
      This
      Agreement is not a partnership between or joint venture by the parties hereto
      and neither is the agent of the other. This Agreement is not for the benefit
      of
      any third party, whether or not referred to herein. Captions and organization
      are for convenience only and shall not be used to construe meaning. A waiver
      of
      any breach shall not waive a prior or subsequent breach. All remedies shall
      be
      cumulative and pursuit of any one shall not waive any other. This Agreement
      may
      be signed in counterpart, each of which shall be deemed an original, but all
      of
      which together shall constitute the Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS HEREOF, the parties hereto have executed this Agreement the day and
      year
      first above written.

    


    ACCEPTED
      AND AGREED:

    


    BUZZ
      KILL, INC.

    


    By:  /s/
      Thomas
      Hanna             


    An
      Authorized Signatory

    


    SEASMOKE.
      INC.

    


    By:  /s/ Steven
      Kampmann      

    An
      Authorized Signatory

    EIN:
      95-3670317