Unassociated Document


    LITERARY
      PURCHASE AGREEMENT

    


    This
      Literary Purchase Agreement ("Agreement") is entered into as of April 1, 2007,
      between Buzz Kill, Inc. ("Purchaser"), which is or shall become by the start
      of
      principal photography a signatory to the WGA Agreement and Seasmoke, Inc.
      ("Lender") f/s/o Steven Kampmann and Matt Smollon (“Smollon”) (collectively
      hereinafter referred to as “Seller") with respect to the acquisition of all
      right, title, and interest in and to the screenplay and all rewrites and
      polishes thereof written by Seller presently entitled "Buzz Kill" (the
      screenplay together with the title, themes, contents, characters, stories,
      rewrites, polishes and all elements contained therein are herein referred to
      as
      the “Property") for the production of a theatrical motion picture currently
      entitled "Buzz Kill" (the "Picture").

    


    A.           CONDITIONS
      PRECEDENT:

    


    All
      of
      Purchaser’s obligations hereunder are conditioned upon (i) Purchaser’s approval
      of the chain of title attendant to the Property, and (ii) Purchaser’s receipt of
      a fully executed copy of this Agreement, the Assignment and the Certificate
      of
      Authorship attached hereto as Exhibits "A” and “B" respectively.

    


    1.           PURCHASE:

    


    1.1           Fixed
      Compensation.
      Purchaser shall pay to Seller, as full and complete consideration for all of
      the
      rights granted hereunder the following: (a) to Lender (i) Six Thousand Two
      Hundred Fifty Dollars ($6,250) payable one-third (1/3) upon execution of this
      Agreement with the remaining two-thirds (2/3) payable upon Purchaser’s receipt
      of the entire financing for the Picture and (ii) a "Deferral" in the amount
      of
      Twelve Thousand Seven Hundred Thirty One Dollars ($12,731) which shall be due
      and payable according to the Definition and Application of Proceeds to be
      attached hereto as Exhibit “C”; and (b) to Smollon (i) Six Thousand Two Hundred
      Fifty Dollars ($6,250) payable one-third (1/3) upon execution of this Agreement
      with the remaining two-thirds (2/3) payable upon Purchaser’s receipt of the
      entire financing for the Picture and (ii) a "Deferral" in the amount of Twelve
      Thousand Seven Hundred Thirty One Dollars ($12,731) which shall be due and
      payable according to the Definition and Application of Proceeds to be attached
      hereto as Exhibit "C".

    


    1.2           Contingent
      Compensation.
      If
      Purchaser or its assignees, licensees or successors produces or causes the
      Picture to be produced, in addition to the amount set forth in Paragraph 1.1
      above, Lender and Smollon shall each receive an amount equal to three and
      one-half percent (3.5%) of one hundred percent (100%) of the "Net Proceeds",
      which shall be defined, calculated, due and payable in accordance with
      Purchaser’s standard definition, subject to good faith negotiations by in any
      event on a most favored nations basis with any other Net Proceeds
      participant.

    


    1.3           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 Purchaser shall pay to Seller 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 Seller pursuant to this Paragraph 1.3 shall
      be
      applicable against Seller’s Net Proceeds Participation.

    


    2.           WRITING
      SERVICES

    


    2.1           Rewrite
      and Polish.
      Purchaser shall have an irrevocable option to engage Seller as an employee
      for
      hire to write one or more rewrites (each a "Rewrite") of the Property and one
      or
      more polishes (each a "Polish") thereof and Seller hereby agrees to render
      such
      writing services. Seller’s services pursuant to this Paragraph 2.1 shall be on
      an exclusive basis during all writing periods and on a non-exclusive but first
      priority basis at all other times. Seller shall prepare each Rewrite and/or
      Polish upon Purchaser’s written notice thereof  (subject to Seller’s
      then existing professional availability) in accordance with and subject to
      the
      reasonable instructions, directions and writing schedule designated by
      Purchaser.

    


    2.2           Rewrite
      and Polish Fees.
      Provided that Seller fully and faithfully performs all services required
      hereunder and is not otherwise in material uncured default hereof, Seller shall
      be paid in accordance with the minimum requirements of the applicable provisions
      of the Writers Guild of America Basic Agreement. Any rewrite or polish shall
      be
      due two (2) weeks before the commencement of principal photography of the
      Picture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           GRANT
      OF RIGHTS.

    


    3.1           Rights
      in the Property.
      Contingent upon Seller’s receipt of the Fixed Compensation as set forth in
      Paragraph 1.1 above, Seller hereby sells, grants, conveys and assigns to
      Purchaser, its successors, licensees and assigns exclusively and forever all
      rights throughout the world in and to the Property. Purchaser may in its
      discretion make any and all changes in, additions to, and deletions from the
      Property in the exercise of its rights hereunder and Seller waives any rights
      of
“droit morale" it may have therein. The rights granted to Purchaser include,
      without limitation, all motion picture rights (including all silent, sound,
      dialogue and musical motion picture rights), all television motion picture
      rights and other television rights, throughout the world, in and to the Property
      and in and to the copyright thereof and all renewals and extensions of
      copyright. Included among the rights granted to Purchaser hereunder (without
      in
      any way limiting the grant of rights hereinabove made) are the following sole
      and exclusive rights throughout the world:

    


    3.1.1           To
      make, produce, adapt, sell, lease, rent, reissue, perform and generally deal
      in
      and with the Property and to copyright one or more motion picture adaptations
      or
      versions based in whole or in part on the Property, of every size, gauge, color
      or type, whether produced for exhibition theatrically, non-theatrically or
      otherwise, including musical motion pictures and remakes of sequels and prequels
      to any motion pictures produced hereunder, and for such purposes to record
      and
      reproduce and license others to record and reproduce, in synchronization with
      such motion pictures, spoken words taken from or based upon the text or theme
      of
      the Property and any and all kinds of music, musical accompaniments and/or
      lyrics to be performed or sung by performers in any such motion picture and
      any
      and all other kinds of sound and sound effects.

    


    3.1.2           To
      exhibit, perform, rent, lease and generally deal in and with any motion picture
      produced hereunder: (i) by all means or technical processes whatsoever, whether
      now known or hereafter devised including, by way of example only, film, tape,
      disc, wire, audio-visual cartridge, cassette or television (including
      commercially sponsored, sustaining and subscription or pay-per-view television,
      or any derivative thereof); and (ii) in any place whatsoever, including homes,
      theaters and elsewhere, whether or not a fee is charged, directly or indirectly,
      for viewing any such motion picture.

    


    3.1.3           To
      broadcast, transmit and reproduce the Property or any adaptation or version
      thereof (including, but not limited to, any motion picture produced hereunder
      and/or any script or other material based on or utilizing the Property or any
      of
      the characters, themes or plots thereof), by means of television or any process
      analogous thereto whether now known or hereafter devised (including, but not
      limited to, commercially sponsored, sustaining and subscription, or pay-per-view
      television), through the use of motion pictures produced on films or by means
      of
      magnetic tape, wire, disc, audio-visual cartridge or any other device now known
      or hereafter devised and including such television productions presented in
      series or serial form, and the exclusive right generally to exercise for
      television purposes all the rights granted to Purchaser hereunder for motion
      picture purposes.

    


    3.1.4           For
      the foregoing purposes, to use all or any part of the Property and any of the
      characters, plots, themes and/or ideas therein contained, and the title of
      the
      Property and any title or subtitle of any component of the Property, and to
      use
      said titles or subtitles in connection with any motion picture or other version
      or adaptation whether or not the same is based on or adapted from the Property
      and/or as the title of any musical composition contained in any such motion
      picture or other version or adaptation.

    


    3.1.5           To
      use and exploit, in any and all media, commercial and merchandise tie-ups and
      recordings of every kind and nature and of any sort and nature arising out
      of or
      connected with the Property and/or motion picture or other versions and/or
      the
      title or titles thereof and/or the characters thereof and/or their names or
      characteristics.

    


    3.1.6           All
      rights, licenses, privileges and property herein granted to Purchaser shall
      be
      cumulative and Purchaser may exercise or use any or all of said rights,
      licenses, privileges and property simultaneously with or in connection with
      or
      separately and apart from the exercise of any other of said rights, licenses,
      privileges and property. If Seller hereafter makes or publishes or permits
      to be
      made or published any revision, adaptation, translation or dramatization or
      other versions of the Property, then Purchaser shall have and Seller hereby
      grants to Purchaser without payment therefor all of the same rights therein
      as
      are herein granted Purchaser. The term "motion picture" shall be deemed to
      mean
      and include any present or future kind of motion picture production with or
      without sound recorded and reproduced synchronously therein, whether the same
      is
      produced on film or by any other method or means now or hereafter used for
      the
      production, exhibition and/or transmission of any kind of motion picture
      production.

    


    3.2           Name,
      Likeness, Etc.
      Purchaser shall have the perpetual right to use and authorize others to use
      the
      name, voice and approved likeness of Seller and approved biographical
      information (provided that Seller provides Purchaser therewith in a timely
      manner as required by Purchaser) pertaining to Seller for advertising and
      publicity purposes in connection with any use or proposed use of the Property,
      the Picture or any other motion picture, television program or other production
      based on the Property, provided that Seller shall not be portrayed as using
      or
      directly or indirectly endorsing any product or service without Seller’s prior
      written consent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           REPRESENTATIONS
      AND WARRANTIES.

    


    Subject
      to Article 28 of the WGA Basic Agreement and except for any material provided
      by
      or on behalf of Purchaser for inclusion in the Picture, Seller hereby represents
      and warrants that:

    


    4.1           Seller
      is the sole and exclusive owner of all of the rights herein granted to Purchaser
      in and to the Property, and Seller has the full and exclusive right, power
      and
      authority to enter into and perform this Agreement and to convey all of the
      rights hereby conveyed to Purchaser;

    


    4.2           Seller
      is not subject to any obligation or disability which could or
      might  prevent Seller from performing all of the covenants and
      conditions to be kept or performed by Seller hereunder, and Seller has not
      heretofore made nor will Seller hereafter make any grant, assignment,
      commitment, agreement or do any act which could or might materially interfere
      with the full and complete enjoyment by Purchaser of Seller’s services hereunder
      or the rights granted hereunder;

    


    4.3           The
      Property is wholly original with Seller in all respects and no part thereof
      has
      been taken from or based upon any other literary, dramatic or musical material
      or any motion picture or television production (except for material in the
      public domain) and to the best of Seller’s knowledge, will not in any way
      infringe upon or violate any copyright, common law rights or literary, dramatic
      or motion picture rights of, or constitute a defamation or invasion of the
      rights of privacy and/or publicity of any person, firm or corporation
      whatsoever;

    


    4.4           No
      part of the rights herein conveyed to Purchaser have in any way been encumbered,
      conveyed, granted or otherwise disposed of, and the same are tree and clear
      of
      any liens or claims whatsoever and to the best of Seller’s knowledge, there are
      no claims, litigation or other proceedings pending, outstanding or threatened
      which might in any way prejudice, interrupt, impair, limit, diminish or
      interfere with the rights granted to Purchaser hereunder;

    


    4.5           The
      Property has not previously been exploited in any medium of communication (other
      than in printed screenplay form); and

    


    4.6           The
      Property is and shall be wholly protected by copyright in the United States,
      is
      not and shall not be in the public domain and may be protected elsewhere so
      far
      as the laws of other countries provide copyright in the United States for such
      protection.

    


    5.           INDEMNIFICATION.

    


    Subject
      to Article 28 of the WGA Basic Agreement, Seller hereby indemnifies and agrees
      to hold Purchaser, its directors, employees, agents, successors, assigns and
      licensees harmless from and against any and all judgments, liabilities, damages,
      penalties, losses, claims and expenses (including reasonable outside attorneys’
fees and disbursements) arising out of or in connection with any breach by
      Seller of any of his respective warranties, representations or agreements
      contained in this Agreement.

    


    Purchaser
      shall defend, indemnify and hold harmless Lender and Seller and Seller’s
      directors, employees, agents, successors, assigns and licensees from and against
      any and all claims, demands, liabilities, damages, losses, costs and expenses
      (including reasonable outside attorney’s fees) arising out of the development,
      pre-production, production, completion and exploitation of the Picture and/or
      any element thereof (other than those arising out of any breach of Seller’s
      representations, warranties and agreements).

    


    6.           CREDITS.

    


    In
      the
      event the Picture is produced and provided that Seller is not in default hereof,
      Seller shall be accorded writing credit in accordance with the minimum
      requirements of the Writers Guild of America Basic Agreement. Subject to the
      foregoing, all other aspects of Seller’s credit (if any) shall be determined in
      the sole discretion of Purchaser, if applicable, or the third party distributor
      and/or financier of the Picture. Purchaser shall use best efforts to
      contractually obligate the distributor(s) of the Picture to comply with the
      provisions contained in this Paragraph 6. No casual or inadvertent failure
      by
      Purchaser, nor any failure by a third party, to accord Seller credit hereunder
      shall be deemed to be a breach of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           UNION
      AGREEMENT AND MEMBERSHIP.

    


    To
      the
      extent that any provision in this Agreement conflicts with the mandatory
      provisions of any collective bargaining agreement applicable to and binding
      upon
      Purchase in connection with any rights granted to Purchaser by Seller herein,
      or
      in connection with the rendition of Seller’s services hereunder (including,
      without limitation, the WGA 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. If, pursuant to the
      Union
      Agreement, Seller is entitled to any payment in addition to or greater than
      those set forth herein, then any such additional or greater payment made by
      Purchaser shall, except to the extent expressly prohibited by such collective
      bargaining agreement, be considered as an advance against and deducted from
      any
      such sum which may subsequently become payable to Seller hereunder. If in
      determining the payments to be made hereunder, there is required any allocation
      of the compensation paid to Seller as between Seller’s various services, Seller
      agrees to be bound by such allocation as may be made by Purchaser in good faith.
      Purchaser shall acquire the maximum rights permitted to be acquired pursuant
      to
      the Union Agreement. Seller agrees to the content of any and all waivers that
      Purchaser may obtain from any relevant union. Seller warrants and represents
      that Seller is a member in good standing of the Writers Guild of America.
      Purchaser shall not be entitled to apply overscale compensation for Seller’s
      services in connection with the Picture in reduction of any other payments
      due
      to Seller 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 Seller directly
      to
      the proper authority concerned all applicable WGA 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 Purchaser
      would be required to make had Purchaser employed Seller directly. Any such
      payments will be treated by Purchaser for United States federal, state and
      local
      tax purposes as additional income paid by Purchaser to Seller as if Seller
      made
      such payment to the proper authority concerned.

    


    8.           PREMIERES/FESTIVALS.

    


    Upon
      the
      condition that Seller shall fully perform all services and obligations required
      to be performed by Seller hereunder, and provided that Seller is not in material
      uncured default hereunder, Company shall invite Steven Kampmann and Matt Smollon
      and one (1) non-business related guest each to attend one (1) major U.S.
      "celebrity" premiere of the Picture and all "first tier" film festival
      screenings of the Picture. In the event such premiere is more than one hundred
      (100) miles from Seller’s then current place of residence, Purchaser shall use
      reasonable good faith efforts to require the distributor of the Picture to
      provide Seller with the following: (i) one (1) round-trip air transportation,
      if
      available and if used, for Seller (only if such transportation is provided
      to
      other non-cast members); (ii) reasonable hotel accommodations (room and tax
      only) (only if such accommodations are provided to other non-cast members);
      and
      (iii) reasonable expenses incurred in connection with or arising from the
      attendance of Seller at any such premiere and/or A festival (only if such
      expenses are reimbursed for any other non-cast member). Notwithstanding the
      foregoing, Seller’s travel and expenses hereunder shall be on a favored nations
      basis with any non-cast member of the Picture. If Lender and/or Steven Kampmann
      receive the same or similar benefits under the terms of a "Director Agreement"
      between Purchaser and Lender dated April 13, 2007, then Lender and/or Steven
      Kampmann shall be only entitled to such premiere invitations so as not cause
      a
      duplication of benefits accorded to Lender and/or Steven Kampmann
      hereunder.

     

    9.           REMEDIES.

    


    Seller
      agrees that the rights and privileges granted to Purchaser 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 Seller of any of the provisions contained herein may cause
      Purchaser to suffer irreparable injury and damage. Seller hereby expressly
      agrees that Purchaser will be entitled to seek injunctive and other equitable
      relief to prevent or cure any breach or threatened breach of this Agreement
      by
      Seller. Resort by Purchaser to injunctive or equitable relief, however, will
      not
      be construed as a waiver of any of the rights which Purchaser may have against
      Seller for damages or otherwise. The waiver by either party of any breach hereof
      shall not be deemed a waiver of any prior or subsequent breach hereof. All
      remedies of either party shall be cumulative and the pursuit of one remedy
      shall
      not be deemed a waiver of any other remedy. Notwithstanding the foregoing,
      in
      the event of any breach or alleged breach of this Agreement by Purchaser,
      Seller’s sole right shall be to seek the recovery of money damages, and Seller
      shall not have the right to terminate or rescind this Agreement or in any way
      to
      enjoin or restrain the development, production, distribution, exhibition,
      advertising or exploitation of the Picture or any of the other rights granted
      to
      Purchaser hereunder.

     

    10.           NO
      OBLIGATION TO PROCEED.

    


    Nothing
      contained herein shall in any way obligate Purchaser to utilize the Property,
      use Seller’s services hereunder or to include the results and proceeds of
      Seller’s services in the Picture, or to produce, exhibit, advertise or exploit a
      motion picture, television program or any other work based on the
      Property.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.           ASSIGNMENT.

    


    Purchaser
      shall have the right to assign this Agreement, in whole or in part, in any
      manner and to any party as Purchaser shall determine in its sole discretion;
      provided, that Purchaser’s assignee is a "major" or "mini-major" motion picture
      company or television network or cable television company (as such terms are
      commonly understood in the entertainment industry); otherwise Purchaser shall
      remain secondarily liable. Seller may not assign this Agreement, except for
      a
      one (1) time only right to assign the receipt of the compensation received
      hereunder to a third party.

    


    12.           ADDITIONAL
      DOCUMENTS.

    


                   
      Seller shall deliver to Purchaser the Assignment and the Certificate of
      Authorship attached hereto as Exhibits "A" and "B" respectively, duly executed
      by Seller, and any amendments or modifications thereto required by Purchaser
      and, at Purchaser’s request, any and all further assignments and other
      instruments consistent herewith reasonably necessary or desirable to carry
      out
      the purposes and intent of this Agreement. Seller hereby irrevocably appoints
      Purchaser (which appointment shall be coupled with an interest) the true and
      lawful attorney-in-fact of Seller to execute, acknowledge and deliver any such
      assignment or instrument if Seller shall fail or refuse to execute, acknowledge
      or deliver same, following written notice and an opportunity to review and
      negotiate any such assignments or instruments.

    


    13.           NOTICES.

    


    All
      notices hereunder shall be in writing and shall be deemed given hereunder on
      the
      date delivered by hand or facsimile or a date forty-eight (48) hours after
      the
      date mailed by certified mail. Until further notice, the addresses of the
      parties shall be as follows:


    
      	 
	 

	
              Seller:

            	
              Seasmoke,
                Inc.

              c/o
                Elkins & Elkins

              16830
                Ventura Boulevard, Suite 300

              Encino,
                CA 91436

            
	
               
                

            	
               
                

            
	
              With
                a copy to:

            	
              Benchmark
                Entertainment

              8721
                W Sunset Boulevard, PH#1

              West
                Hollywood, CA 90069

              Attn.:
                Albert Beveridge

               

            
	
               
                

            	
              Myman
                Abell Fineman Fox Greenspan Light, LLP

              11601
                Wilshire Blvd., Suite 2200

              Los
                Angeles, CA 90025-1758

              Attn.:
                Thomas J. Fineman, Esq.

               

            
	
               
                

            	
              Matt
                Smollon

              473
                Prospect Street

              South
                Orange, NJ 07079

               

            
	
               
                

            	
               
                

            
	
              Purchaser:

            	
              Buzz
                Kill, Inc.

              4
                Park Avenue, Suite 16K

              New
                York, NY 10016

              Attn.:
                Thomas Hanna

               

            
	
               
                

            	
               
                

            
	
              With
                a copy to:

            	
              Emerson
                E. Bruns, PLLC

              1790
                Broadway, 20th Floor

              New
                York, NY 10019

              Attn.:
                Emerson E. Bruns, Esq.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    14.           INSURANCE.

    


    Purchaser
      shall cause Lender and Seller (including Steven Kampmarm and Smollon personally)
      to be added as an additional insureds under the Picture’s general liability,
      workman’s compensation and errors and omissions policy 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 Seller
      on
      such policy will not relieve Seller from a breach of Seller’s representations,
      warranties and indemnities contained herein.

    


    15.           SUBSEQUENT
      PRODUCTIONS.

    


     If
      within seven (7) years after the initial general theatrical release (if any)
      of
      the Picture, if Purchaser or its assignee elects (in its sole discretion) to
      have written a screenplay for the initial live action theatrical sequel to
      and/or the initial live action theatrical prequel to and/or the initial live
      action theatrical remake of the Picture (collectively a "Theatrical Production")
      and provided Seller received sole "Written by" or “Screenplay by" credit for the
      Picture upon Final Credit Determination and is then active as a writer in the
      theatrical motion picture industry and is available as, when and where
      reasonably required by Purchaser, then Purchaser shall first negotiate in good
      faith (within Purchaser’s standard parameters, but in no event upon financial
      terms for Seller writing services less favorable to Seller than the financial
      terms for Seller’s writing services set forth in this Agreement) with Seller on
      the screenplay for the first such Theatrical Production. If  Purchaser
      and Seller fail to agree on terms for Seller’s services on such Theatrical
      Production within thirty (30) days following Purchaser’s service of notice on
      Seller of the commencement of negotiations therefor, if Seller is unavailable,
      or if Seller elects not to write, then Purchaser shall have the right to engage
      another writer(s) and shall have no further obligation to Seller. If Purchaser
      and Seller enter into an agreement for the initial Theatrical Production, such
      agreement shall contain a provision substantially similar to this Paragraph
      15.

     

    16.           DVD.

    


    Upon
      condition that Seller shall fully perform all of the required services and
      material obligations required to be performed by Seller hereunder and that
      Seller is not in material, uncured default hereunder, Seller shall be entitled
      to two (2) DVDs of the Picture upon commercial availability of the
      same.

    


    17.           TRAVEL.

    


    If
      Seller
      shall be required by Purchaser to travel to a remote location more than one
      hundred (100) miles from Seller’s principal residence, Purchaser shall provide
      each Seller with one (1) round-trip transportation (if used), by air, (if
      available and if appropriate) (only if such transportation is provided to other
      non-cast members; provided, however, that in no event shall Seller that no
      such
      transportation shall be accorded if traveling within the state of New
      Jersey),  plus hotel accommodations (room and tax only) (only if such
      accommodations are provided to other non-cast members), reasonable expenses
      incurred in connection with or arising from the attendance of Seller in the
      remote location (only if such expenses are reimbursed for any other non-cast
      member) and ground transportation to and from the airport, hotel (if any) and
      from the hotel to the set and between locations (only if such transportation
      is
      provided to any other non-cast member). The class of travel and accommodation
      for Seller’s travel hereunder will be no less favorable than that for any other
      party, including, without limitation, Purchaser’s producers.

    


    18.           REVERSION/TURNAROUND.

    


    In
      the
      event that Purchaser has paid to Seller the Fixed Compensation but principal
      photography of the Picture has not commenced, subject to force majeure
      extensions, within eighteen (18) months from the date Purchaser pays Seller
      the
      Fixed Compensation hereunder, Seller shall have the right thereafter to
      repurchase from Purchaser on a quitclaim basis all of Purchaser’s rights in the
      Property by written notice to Purchaser accompanied by instruments in a form
      reasonably satisfactory to Purchaser (a) guaranteeing full payment to Purchaser
      of an aggregate amount equal to all payments made to Seller hereunder and under
      any other agreement between Seller and Purchaser no later than commencement
      of
      principal photography of the first production based on the Property, plus
      interest on such aggregate amount at the average commercial lending rate charged
      from time to time by Purchaser’s principal lenders through the date of
      repayment, and (b) assuming all executory obligations in connection with the
      Property and any productions based thereon, and indemnifying Purchaser with
      respect to all claims and liabilities which may arise in connection with the
      Property and any productions based thereon.

    


    19.           MISCELLANEOUS.

    


    19.1           The
      titles of the paragraphs of this Agreement are for convenience only and shall
      not in any way affect the interpretation of this Agreement.

    


    19.2           This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts entered into and fully performed
      therein.

    


    19.3           This
      Agreement contains the entire understanding of the parties hereto relating
      to
      the subject matter hereof and supersedes any prior understandings or agreements
      of the parties. Seller acknowledges that no representation or agreement not
      expressly contained in this Agreement has been made by Purchaser or any of
      its
      agents, employees or representatives. This Agreement may not be modified or
      amended except in writing signed by the party to be charged.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this agreement as of the day and
      year
      first written above.

    


                                                                                  BUZZ
      KILL, INC.:

    


    


                                                                                  By:
      /s/Thomas
      Hanna                  

                                                                                  An
      Authorized Signatory

    


    


                                                                                  SEASMOKE,
      INC.:


    


    


                                                                                  By:
      /s/ Steven
      Kampmann           


                                                                                  An
      Authorized Signatory

                                                                                  EIN
      #: 95-3670317

    


                                                                                  /s/
      Matt
      Smollon                           

                                                                                  MATT
      SMOLLON