H:\Cohen-Reder  Files\Clients\Magellin\Magellan  Film  Sails,
                         Inc\salesagency.ag5.doc     -6-

     SALES  AGENCY  AGREEMENT

     Dated  as  of  July  17,  2000

1.  DISTRIBUTION.   Magellan  Film  Sails, Inc. ("Producer"), hereby engages and
appoints Franchise Pictures, LLC ("Agent"), to act as Producer's exclusive sales
agent  for the exploitation and distribution of the "Rights" in and to three (3)
full-length,  first-class  motion  pictures  (the "Pictures") as defined and set
forth in the attached Exhibit A"', in the "Territory" during the "Term" (as such
capitalized  terms are defined below), upon the terms and conditions hereinafter
set  forth.

2.  TERRITORY.   The  "Territory"  shall be the whole world excluding the United
States and Canada and their respective territories and possessions, trusteeships
and  commonwealths.  The  Territory shall include all diplomatic posts, military
and government installations , wherever located, and all ships, aircraft and oil
rigs  flying the flag of all countries (excluding the United States and Canada).

3.  TERM.   The  "Term"  with  respect to each of the Pictures shall commence on
the  date  hereof  and  shall  continue  for  twenty-five  (25)  years following
acceptable  "Delivery"  (as such term is defined in Paragraph 6 below) of all of
the  items  set  forth in the attached Exhibit "B."  With respect to "Picture 1"
(as  defined  in  the attached Exhibit "A"), Producer shall deliver Picture 1 to
Agent  no  later  than  __________________,  2000.

4.  GRANT  OF  RIGHTS.  The  "Rights"  which  Producer  shall  continue  to  own
notwithstanding  the  engagement  and  appointment  hereunder  include  all  of
Producer's right, title and interest in and to all distribution and exploitation
rights of every kind and nature in and to the Pictures in all media, whether now
known  or  hereafter  conceived  or  created, including, but not limited to, all
theatrical,  non-theatrical,  all  forms  of  free and pay television exhibition
(including  without  limitation,  "Video-on-Demand", pay-per-view, over-the-air,
cable, "Web TV" and similar forms of digital television distribution, satellite,
direct  broadcast  satellite  and  closed-circuit transmissions), videocassette,
videodisc  and  other  compact,  video  and  audio/visual  devices, all forms of
digital  distribution  including,  without  limitation, all on-line and internet
rights (provided, however, with respect to all so-called "on-line" rights, Agent
understands  and  agrees  that  such rights are subject to Producer's reasonable
approval  of the encryption system which would prevent exhibition of each of the
Pictures  on  the internet outside the Territory), soundtrack, music publishing,
and  merchandising and interactive rights, and the exclusive  rights to exhibit,
distribute,  advertise,  promote  and  market each of the Pictures and trailers,
excerpts  and  clips  (including dubbed and subtitled versions) in all sizes and
gauges  of  film, tape and all other materials in the Territory. Producer agrees
that  to  the  extent  it  owns  the  same,  Agent  shall be Producer's sole and
exclusive sales agent in the Territory during the Term to solicit, negotiate and
enter  into  licensing  and  distribution agreement in respect of the Picture on
behalf  of,  and  solely  as agent for Producer.  In connection therewith, Agent
shall  have  the  right  and  authority  to  authorize  distributors  to:

     (a)  Use  and  perform  any  and all music, lyrics and musical compositions
contained  in the Pictures and/or recorded in their sound tracks. Where required
to  be  paid  by  exhibitors, Agent shall include in the license agreements that
foreign  licensees pay all royalties and/ or license fees required to be paid to
any  performing  rights  societies or associations for the public performance of
the  music  or  musical  compositions  recorded in the Pictures necessary in the
Territory  arising  out  of  the  exercise  of its rights hereunder.  The rights
hereunder are subject in all respects to all rights of composers, authors, music
publishers  and  performing  rights societies with respect to the performance of
the  music  synchronized  with  the  Picture,  and Agent shall not knowingly and
willfully  permit  or  authorize  any  exhibition  of  the  Pictures which would
constitute  an  infringement  of any performing rights in any music synchronized
with  the  Pictures.  Producer  shall  furnish  Agent  with a music-cue sheet in
customary  form  for  each  Picture.  Agent  shall  have  the right, but not the
obligation  to  advance  the  funds  necessary  to Producer for payment of music
royalties  and  shall  deduct  such amounts so advanced as distribution expenses
from  the net receipts of the Pictures.   In the event Producer fails to pay any
music  royalties  that  might  become  due  and Agent, at Agent's sole election,
elects  to pay same on Producer's behalf, Agent shall be entitled to deduct such
amounts  from  the  net  receipts  due  to  Producer  from  the  Pictures.

     (b)   Subject  to  any and all contractual restrictions and obligations set
forth  in the applicable third party agreements (provided Producer provides such
agreements  to  Agent  pursuant to Delivery as set forth in the attached Exhibit
"B"),  to  use  the  title  or  titles  of  the  Pictures,  or  change  them;

     (c)   Distribute, exhibit, advertise, publicize and exploit the Pictures in
such  manner as Agent may deem proper or expedient, subject to the provisions of
this  Agreement;

     (d)   Subject  to  any and all contractual restrictions and obligations set
forth  in the applicable third party agreements (provided Producer provides such
agreements  to  Agent  pursuant to Delivery as set forth in the attached Exhibit
"B"),  to  make such dubbed and titled versions of the Pictures, and the trailer
thereof,  including,  without  limitation, cut-in, synchronized and superimposed
versions  in  any  foreign  language;

     (e)   Publicize  and advertise the Pictures throughout the Territory during
the  Term;

     (f)   Subject  to  any and all contractual restrictions and obligations set
forth  in the applicable third party agreements (provided Producer provides such
agreements  to  Agent  pursuant to Delivery as set forth in the attached Exhibit
"B"),  to  publish, cause or permit to be published in all languages and in such
forms  as  Agent may deem advisable, synopses, summaries, resumes or abridgments
of  the  Pictures  (not exceeding 7,500 words in length) in newspapers, heralds,
magazines,  trade  periodicals,  comic books, programs, booklets, posters, lobby
displays,  press  books  and  other  publications  and  in  all  other  media or
advertising  and  publicity;

     (g)   Subject  to  any and all contractual restrictions and obligations set
forth  in the applicable third party agreements (provided Producer provides such
agreements  to  Agent  pursuant to Delivery as set forth in the attached Exhibit
"B"),  to  broadcast,  or  license or authorize others to broadcast, by radio or
television,  in foreign adaptations, versions or sketches of the Pictures or any
parts  or  portions  thereof,  from  sound  records  or  with living persons, or
otherwise,  but  not  to  exceed  fifteen (15) minutes in running time and in no
event  serially;

(h)   Subject  to the applicable agreements for any such artists (Producer shall
use  reasonable efforts to provide Agent with any such agreements), the right to
use the name, photograph, likeness and reproductions of the voices of any artist
rendering  services  to  promote  and  advertise  the  Pictures, but not for the
purpose  of  any  commercial tie-up merchandising or by-product arrangement, and
not  for  an  endorsement,  of  any  product or service other than the Pictures;

     (i)      Subject  to  any  and all contractual restrictions and obligations
set  forth  in the applicable third party agreements (provided Producer provides
such  agreements  to  Agent  pursuant  to  Delivery as set forth in the attached
Exhibit  "B"),  to  announce  and include on the main titles of the Pictures and
trailers  thereof and in all advertising and publicity relating thereto, in such
manner,  position,  form  and  substance as Agent may elect, consistent with any
applicable  standard guild requirements and any contractual commitments of which
Agent  is  notified by Producer, the designation of Agent and/or its logo at the
beginning  of  the Pictures and any advertising in connection therewith, and/ or
those  of  any  of  its  subsidiaries  and  licensees as the sales agent for the
Pictures. Any advertising or publicity referring to such person shall be limited
to  and  shall  indicate that such person appears in or has rendered services in
connection  with  the  Pictures.  The  goodwill  pertaining  to  the  Pictures,
including the characters and their names, the name of the individual producer(s)
of  the  Pictures and the name of Producer, alone or in a combination with other
words, and the trade name or trademark or other identification of Producer shall
belong exclusively to Producer.  Agent may use such names of characters or their
portraits  or  likenesses and the title of the Pictures but in no such manner as
to  constitute  an  endorsement  of  any  party,  product  or service except the
Pictures;  and

     (j)   To  make  such  changes,  dubs,  alterations, edits, cuts, deletions,
interpolations  into  and  from  the  Pictures  and the trailers for each of the
Pictures  necessary  to conform to any censorship requirements in the Territory.

     (k)  Assert and prosecute all claims or actions or causes of action against
any  and all persons for the unauthorized or illegal use, copying, reproduction,
release,  distribution, exhibition or performance of the Pictures or any part or
versions  thereof,  or  for  the  enforcement or protection of all or any rights
herein  granted  together with full and complete authority and power of attorney
in  the  name  of  Producer  to do all or any of the foregoing.  Producer hereby
appoints  Agent  its  true  and  lawful attorney-in-fact for such enforcement or
protection.

4.  RESERVED  RIGHTS.  All  rights  not  granted  to Agent hereunder, including,
without  limitation,  the  remake, sequel (including prequel), television motion
picture,  mini-series,  episodic  series,  and live stage rights for each of the
Pictures  ("Reserved  Rights")  shall  be reserved to Producer.  Producer hereby
grants  Agent  a  "Right of First Negotiation" regarding the Reserved Rights.  A
"Right  of  First  Negotiation"  shall mean that at any time during the Term for
each  respective  Picture  either  party  wishes  to exploit any of the Reserved
Rights,  the  parties  shall  negotiate  in  good  faith regarding the terms and
conditions  for  the  exploitation of any such right(s).  If the parties fail to
reach  a  mutually satisfactory agreement after thirty (30) days of negotiation,
Producer  shall  be  free  thereafter  to  make and/or receive offers from third
parties  with  respect  to  the  Reserved  Rights  hereunder.

5.  THE  PICTURES.   In each case the completed Pictures shall be made available
to  Agent  promptly  upon  expiration of their existing contracts.  The Pictures
will  be  feature-length first-class color motion pictures shot on 35 millimeter
film.

6.  DELIVERY.   Producer  shall  furnish  all  materials  necessary  to  effect
"Delivery"  (as such term is defined hereinbelow) in the Territory in accordance
with  the  requirements of Exhibit "B" attached hereto, the terms of which shall
be subject to good faith negotiations between the parties. "Delivery" shall mean
Agent's receipt, at Producer's sole cost and expense, of all of the items listed
in  Exhibit  "B" attached hereto ("Delivery Items").  Agent shall have the right
to  cut, modify and re-edit the Pictures for censorship reasons; however, except
for  foreign  and  video  versions,  and,  as expressly permitted herein and for
subtitling,  dubbing,  censorship  and  foreign  versions,  all  prints shall be
exhibited  in  their  original  continuity,  and  in  no event shall any credit,
trademark, trade name, symbol or copyright notice intentionally be eliminated or
altered.

     If any of the Delivery Items are incomplete or technically unacceptable, as
determined  by  a third party laboratory, Agent shall notify Producer in writing
specifying the defects ("Defect Notice").  Such Defect Notice shall be delivered
within  thirty  (30)  days  of  receipt  by  Agent of the last item required for
Delivery  sent  by  Producer.  If  Producer  fails to cure the specified defects
within  thirty  (30)  days  from  the  date  such  Defect Notice was received by
Producer,  Agent  may  secure  acceptable  replacements  and  recoup the cost of
creation thereof as a distribution expense which shall not be deemed a marketing
expense  pursuant  to  subparagraph 8 hereof, and which shall be recoupable from
the  first  dollar  of  foreign  gross receipts.  If Agent has not sent a Defect
Notice  within  thirty  (30)  days  of  receipt of all Delivery Items, then such
Delivery  Items  shall  be  deemed  approved.

 In  the  event  any  item set forth in Exhibit "B" is not delivered by Producer
hereunder,  Agent  shall  have  the  right to create same and recoup the cost of
creation thereof as a distribution expense which shall not be deemed a marketing
expense  pursuant  to  subparagraph 8 hereof, and which shall be recoupable from
the  first  dollar  of  foreign  gross  receipts.

7.  ADVERTISING.

(a)   Producer  shall deliver to Agent a complete and accurate written statement
of  all  screen  and advertising credits required in connection with each of the
Pictures and shall supply Agent with a preliminary statement as soon as possible
following  the  availability  of  each  Picture.

     (b)   Agent  shall  have  the  right  to  produce advertising material with
respect  to each of the  Pictures provided that Agent adheres to the credits and
any  other  restrictions  of which it has knowledge or of which it is advised by
Producer at the time of Delivery specified in the statements delivered under the
terms  of  this  Paragraph 7.  If Agent shall create any such advertising and/or
promotional  materials  for  the  Pictures,  Producer  shall  have non-exclusive
unrestricted access to such advertising and promotional materials; provided that
Producer  shall pay all costs and expenses of any orders placed by Producer with
respect  to  such  advertising  and  promotional  materials.

     (c)   Producer  agrees  to  supply  Agent  with  advertising  and publicity
materials  free  of  charge  as  and  when  and  if  the  same become available.

     (d)   In  prints  and  in  paid  advertising or publicity for the Pictures,
Agent  shall  follow the billing and credits ("Credits") appearing in the prints
(or  pre-print  materials) and advertising material delivered to it by Producer.
Such  credits  shall  be  of  the  same  relative  size or type, and in the same
position  and  order  as  they appear in the prints (or pre-print materials) and
advertising  material  delivered  to  Agent,  and no Credits shall be changed or
eliminated  without Producer's consent.  Provided Agent complies with and abides
by  the Credits, Producer shall indemnify and save Agent harmless from any loss,
damage,  cost  or  expense  (including  reasonable  attorneys' fees) incurred or
suffered by Agent arising as a result of the giving of the Credits on the screen
or  in  advertising  issued  by  Agent and/or under Agent's control.  Agent will
include  in  its  licensing  agreements an obligation to conform to these credit
requirements  requiring  such  licensees to indemnify and save Producer harmless
from  any  loss,  damage, cost or expense (including reasonable attorneys' fees)
incurred  or  suffered  by  Producer arising out of any error or omission in the
giving  of  the Credits as provided by Producer. Subject only to the contractual
restrictions  under  any  third-party  agreement  which Producer has provided to
Agent in writing which Producer has advised Agent are applicable to the specific
Picture,  Agent  may,  in its sole discretion, determine and arrange the placing
and  size  of  credits  including credits above the artwork title provided Agent
submits  the  same  to Producer in advance for its approval which approval shall
not  be  unreasonably  withheld.  Failure  to  object within five (5) days after
receipt  shall  be deemed an approval on behalf of Producer.  Any inadvertent or
casual failure of Agent to comply with any credit obligations, or failure due to
the  acts or omissions of third parties, shall not constitute a breach by Agent,
or  entitle  Producer to any relief at law, equity or otherwise. Agent will take
reasonable  steps  to  correct  or  have  corrected any such errors or omissions
prospectively  after  written  notice  by  Producer.

8.  MARKETING  FEE/EXPENSES.   Agent  shall  be  entitled  to  recoup  a  "flat"
marketing  fee  deductible  from  Producer"s  Share of proceeds in the amount of
$200,000  with  respect  to  each Picture.   It is expressly agreed that foreign
withholding  taxes  shall  not  be  deemed or considered either marketing and/or
distribution  expenses  subject  to a limitation.  Such marketing expenses shall
cover all artwork, posters, press kits, promotional and marketing materials, all
film  market  attendance  expenses,  and all other miscellaneous sales expenses.
Agent  may  also  deduct the costs of any production or post-production expenses
advanced  on  behalf  of Producer and may recoup the costs of any delivery items
not  provided  by  Producer.   Producer  approves  an  additional  amount  up to
$15,000,  or  such  higher  amount as may be approved in writing by Producer, to
cover  reasonable  travel  and  living  expenses  for  talent  and  Franchise's
representative  if  the Picture is screened at any film festival pre-approved in
writing  by  Producer.

9.  DISPOSITION  OF  PROCEEDS

     For  purposes  of  this  agreement,  Gross Receipts shall be defined as all
non-returnable advances by licensees and/or distributors or subagents, revenues,
compensation, monies and other forms of compensation, but not reimbursement, for
the  sale  and  licensing  of the Rights in and to the Pictures in the Territory
that  are  actually  received by or credited to the account of  Agent, but after
deductions  at the source, including but not limited to, foreign tax withholding
and  bank  charges.  Gross  Receipts  shall  be  allocated  as  follows:

     (a)   Agent  shall  first  deduct  and  retain  its sales agent fee of 15%.

     (b)   Next,  Agent  shall  deduct and recoup its marketing expenses and any
film  festival  expenses,  both subject to the limitations of Paragraph 8 above.

     (c)   Next,  Agent  shall  deduct  and  recoup  any  amounts  advanced  for
production or post-production expenses, and the cost of any delivery items which
should  have  been  provided  by Producer pursuant to the attached  Exhibit "B."

     (d)   The  remainder  of Gross Receipts shall be deemed as Producer's Share
and  shall  be  paid  to  Producer  in  accordance  with  Paragraph  10  below.

10.  ACCOUNTING.   Agent  shall prepare accounting statements no less frequently
than  on  a  quarterly  basis for the first five (5) years of this agreement and
semi-annually  thereafter.  Such statements shall be sent to Producer forty-five
(45)  days  after the end of each quarterly or semi-annual accounting period, as
the  case  may  be,  and  shall  include  any  amounts payable to Producer.  Any
statement  not  objected  to within twenty-four (24) months of issuance shall be
deemed  true  and  correct  and  binding upon Producer.  Producer shall have the
right  for  a period of one (1) year from the submission of each statement, upon
at least thirty (30) days' notice, but no more often than once a year and for no
longer  than  twenty (20) days, to examine Agent's books and records but only as
they  pertain  to the Gross Receipts for the applicable Picture, for the purpose
of  determining  the  accuracy of the statements.  Any claim arising out of such
examination  must  be  rendered  within  sixty  (60)  days  from  the  date  the
examination  ends,  or all statements examined shall be deemed correct.  If such
examination  and  audit  shall disclose a deficiency in payments of five percent
(5%)  or  more,  then  Agent shall reimburse Producer for the full out-of-pocket
costs and expense of such examination and audit.  Notwithstanding the foregoing,
Producer  agrees that it will not conduct more than one (1) examination pursuant
to  the  terms  of  this  Paragraph  during  any  twelve  (12)  month  period.

11.  REPRESENTATIONS  AND  WARRANTIES.

     Producer  represents  and  warrants:

(a)   That it is a Nevada corporation in good standing; that it has the right to
appoint  Agent  as  its  sales  agent hereunder; that it will own or control all
rights of every kind and nature in and to the Pictures produced by it sufficient
to  allow  Agent  to  render its services hereunder; that all payments have been
made  or  will  be  timely  made  with  respect to the contracts relating to the
production  of  the  Pictures;  that  to  the best of Producer's knowledge after
exercising  due diligence, the distribution or exploitation of the Pictures will
not  infringe  upon or violate the rights, nor infringe upon rights of copyright
or  any  other  rights  whatsoever  of,  any  person,  firm  or  corporation.

     (b)   Producer  shall indemnify Agent, its officers, employees, successors,
licensees  and  assigns  against  any  claims, actions, causes of action, costs,
losses,  damages,  expenses  or  judgments,  including, but not limited to legal
costs  and  reasonable outside attorneys' fees incurred by or arising out of any
breach of any of the representations, warranties, or agreements made by Producer
in  this  Agreement.  In  addition  to  and  without  waiving  any of its rights
hereunder  or  at  law  or  in  equity, Agent shall have the right to retain and
recoup  all  amounts  which would be subject to the foregoing indemnity from any
sums  accruing  to  or for the account of Producer hereunder with respect to the
Pictures.

     (c)   Producer  shall indemnify Agent, its officers, employees, successors,
licensees  and  assigns  against  any  claims, actions, causes of action, costs,
losses,  damages,  expenses  or  judgments,  including, but not limited to legal
costs  and  reasonable  outside  attorneys'  fees  incurred by or arising out of
Producer's  not  maintaining  a  Producer's  Liability and  Errors and Omissions
insurance policy from a licensed and qualified insurance company. In addition to
and  without  waiving  any of its rights hereunder or at law or in equity, Agent
shall  have the right to retain and recoup all amounts which would be subject to
the foregoing indemnity from any sums accruing to or for the account of Producer
hereunder  with  respect  to  the  Pictures.

     (d)   Producer  shall  be  solely  responsible  for  all  payments  to
third-parties,  including  but  not limited to any and all residuals, re-use and
other  fees and any other sums payable to any union or guild with respect to the
exploitation  of  the  Pictures,  and  all profit participation's and royalties.

     Agent  represents  and  warrants  that:

     (1)   Agent makes no representations, warranties or indemnities, express or
implied, except as specifically set forth in this Agreement. Agent hereby agrees
to  defend,  indemnify  and  hold  harmless  Producer,  its officers, employees,
successors, licensees and assigns against any claims, actions, causes of action,
costs,  losses,  damages,  expenses  or  judgments  (including  legal  costs and
reasonable  attorneys'  fees) incurred by or arising out of any breach of any of
the  representations,  warranties, or agreements made by Agent in this Agreement
or  as  a result of the intentionally tortious, reckless or negligent conduct of
Agent  in  connection with distribution of the Picture.  Producer shall have the
right  to  retain and recoup all amounts which would be subject to the foregoing
indemnity  from  any sums accruing to or for the account of Agent hereunder with
respect  to  the  Pictures.

     (2)   Agent agrees to use its good faith efforts to license the Pictures in
a  manner  which  will  maximize  the receipts therefrom.  In this regard, it is
understood  and  agreed that Agent  shall provide to Producer in writing for its
approval  a  schedule  of  pre-approved  minimum  sales prices for each country,
region  or  other  portion  of  the  Territory  ordinarily  sold  under a single
contract.  In  this  regard Producer expressly acknowledges Agent's expertise in
the  business  of  selling  motion pictures in foreign territories and therefore
expressly  agrees  that  Producer  shall not unreasonably withhold its approval.
Agent  agrees  to  use  its  best  efforts  to license the Pictures on behalf of
Producer  in a manner which calls for the initial release of the Pictures in the
theatrical media in the various countries throughout the territory unless Agent,
in the exercise of its sound business judgment, deems that the inclusion of such
a  requirement  is  either impractical, unfeasible or contrary to sound business
judgment.

12.  DISPUTE  RESOLUTION.   In  the  event  of  any  dispute  between  Agent and
Producer  or  Producer's  assignee  or successor-in-interest with respect to the
suitability  for  the  uses set forth hereunder of any of the Delivery Items set
forth  on  Exhibit  B In connection with any of the Pictures, Producer and Agent
agree  to  submit such dispute to binding arbitration in Los Angeles, California
under  the  rules  of the American Film Marketing Association.  Producer further
expressly  agrees that Producer and Producer's successors-in-interest, including
but  not  limited to Motion Picture Guarantors, shall be bound by the results of
such arbitration, and that in the event such materials are found by the Agent to
be  unsuitable  for  use  by  Agent  in  the peaceful exercise of Agent's rights
hereunder  in connection with such Picture, all sums therefore expended by Agent
hereunder  shall  immediately  become  refundable  to  Agent  by  Producer.

13.  MISCELLANEOUS

     (a)     With  respect  to  licenses  to  sub-agents  in  the  Territory:

     (1)  Agent  agrees  to  use  to  the extent possible the AFMA International
Multiple  Rights  Distribution  Agreement;

     (b)     This  Agreement  shall  be  construed,  interpreted and enforced in
accordance  with  the  laws  of the State of California applicable to agreements
negotiated,  made,  executed  and  wholly performed in said State.  Producer and
Agent  hereby consent and submit to the exclusive jurisdiction and venue of said
State  for the adjudication of any dispute between Producer and Agent pertaining
to  this  Agreement  or  the alleged breach of any provision hereof, and further
agree  that  the mailing to either party of any court process or other papers in
connection with the adjudication of any such dispute, by certified or registered
mail, return receipt request, at such party's address set forth herein, shall be
good  and  sufficient service of such papers and of the same force and effect as
if  such  papers  had  been  personally  served  on  such  party  in said State.

     (c)     Producer  and  Agent  agree  to  execute  and deliver to each other
promptly  upon  the  request  of  the  other, any other instruments or documents
necessary to evidence, effectuate or confirm this Agreement, or any of its terms
and  conditions.

     (d)     Nothing  contained  herein  shall require the commission of any act
contrary  to  an  express  provision  of  law,  or any rule or regulation of any
governmental  authority,  and if there exists any conflict between any provision
of this Agreement and any such law, policy, rule or regulation, the former shall
be  curtailed,  limited  or  eliminated  to  the extent necessary to remove such
conflict,  and  as  so  modified this Agreement shall continue in full force and
effect.

     (e)     Nothing  contained herein shall be deemed to create a joint venture
or  partnership  between  the parties.  Neither party shall become liable due to
any  representation,  act  or  omission  of the other contrary to the provisions
hereof.  This  Agreement  is  not  for  the  benefit  of  any third person not a
signatory  hereof  and  shall  not  be deemed to give any right or remedy to any
other  person  whether  or  not  referred  to  herein.

     (f)     A  waiver by either party of any of the terms or conditions of this
Agreement  in  any  instance shall not be deemed or construed to be a continuing
waiver  of  such term(s) or condition(s), or of any subsequent breach. No waiver
by  either  party  shall  prevent  such  party  from enforcing any and all other
provisions  of  this  Agreement  or  from  acting  upon  the  same  or any other
subsequent  breach  or  default  of  the  other  party.

     (g)     Producer  may not assign or transfer any of its rights hereunder to
a  parent,  subsidiary  or  affiliate  without  first  obtaining Agent's written
consent. Producer may also assign or transfer any of its rights hereunder to any
person,  firm  or  corporation upon Agent's written approval, which shall not be
unreasonably withheld.  Producer hereby covenants to give notice to Agent of any
proposed assignment and assumption of the obligations hereunder to Agent.  Agent
may  assign  its rights hereunder to a parent, subsidiary or affiliate or to any
party  acquiring  all  or  substantially  all  of Agent's assets or distribution
business.  Agent may sublicense its rights to film buyers and sub-Agents but may
not  assign  any  or  all  of its rights hereunder, except that Agent may freely
assign  its  rights  to  receive  its  share  of  monies  hereunder.

     (h)     All notices, statements and other documents required to by given in
writing  shall  be  given  or  made either by personal delivery, certified mail,
telegraph,  telex  or  facsimile  transmission  and  shall  be deemed given when
received  and  shall  be  addressed  as  follows:

     (i)     If  to  Producer:

Magellan  Film  Sails,  Inc
2893  Sea  Ridge  Drive
Malibu,  CA  90265
Facsimile:  310-456-1166
Attn:     Michel  Shane

     If  to  Agent:
Franchise  Pictures  LLC
8228  Sunset  Blvd
Los  Angeles,  CA  90046
323-822-2165
Attention:  Lisa  Wilson

     (j)  The  captions  or  clauses contained herein are intended for reference
and  convenience  only,  and  in no way define, limit or describe the meaning or
construction  of  this Agreement or any part hereof, nor shall they otherwise be
given  any  legal  effect.

     (k)  Producer shall have reasonable approval of all "press releases" issued
by  Agent  or  by  Agent's  agent  containing  any  substantial reference to the
Pictures  or  Producer.  Producer  agrees  to  respond in writing within two (2)
business  days of any request by Agent for approval of any such "press release,"
silence  to  be  deemed  approval.

     (l)  This  instrument  and  any  attachments constitutes the entire written
agreement  between  the  parties  and  cannot  by  modified  except by a written
instrument  signed  by  an  authorized  officer  of  both  parties.  No officer,
employee  or  representative  of Producer or Agent has any authority to make any
representation  or  promise  in  connection  with  this Agreement or the subject
matter that is contained herein, and Producer and Agent agree that they have not
executed  this  Agreement  in  reliance upon any such representation or promise.

     (m)  Agent  agrees  to  execute  any  instruments  or  documents consistent
herewith  (after  a  reasonable opportunity to review same in writing) as may be
necessary  for  Producer  to  obtain  production  financing  for  the  Pictures.

14.  KEY  MAN  CLAUSE:  In  the  event  Lisa Wilson ("Wilson") shall at any time
during the Term cease to be employed as the [senior executive in charge of sales
and distribution] for Agent, Agent shall immediately notify Producer in writing.
Producer then may (but shall have no obligation, to) terminate this Agreement by
providing  written  notice  thereof to Agent.  In the event of such termination,
Agent  shall continue to distribute any Picture with respect to which it has (i)
received  all materials set forth in the delivery schedule for such Picture; and
(ii) commenced marketing and distribution efforts (such a Picture is referred to
herein  as  a  "Delivered  Picture"),  and  all obligations of Agent to Producer
hereunder shall continue with respect to all Delivered Pictures.  Producer shall
have  no obligation to deliver (or to complete delivery) to Agent of any Picture
which  is  not a Delivered Picture at the time Wilson's services are terminated.
Agent  shall immediately return to Producer all materials in its possession with
respect  to  any  Picture  which  is  not  a  Delivered  Picture.

     If  the foregoing correctly reflects your understanding, please sign at the
place  provided  below whereupon this letter will constitute a binding agreement
between  us  as  of  the  day  and  year  first  above  written.

AGREED  TO  AND  ACCEPTED:

FRANCHISE  PICTURES,  LLC  ("Agent")

By:  S/H.W.  Turner
       Hans  W.  Turner

Its:  Executive  Vice  President



MAGELLAN  FILM  SAILS,  INC.  ("Producer")

By:  S/Michel  Shane

Its:   Agent








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<PAGE>


                                   EXHIBIT "A"

1.   "Picture  1"  shall  be  "Renee's  Landing."

2.    "Picture  2"  and "Picture 3" shall be approved and designated by Producer
in  its  sole  discretion  pursuant  to  the  following  mechanism:

     2.1  Picture Submissions.  Throughout the Term, Producer shall submit on an
          -------------------
exclusive,  first  look  basis to Agent (prior to submission to any other party)
and  shall  afford  Agent  the  sole  and  exclusive first opportunity to act as
Producer's  exclusive  sales  agent for the exploitation and distribution of any
and  all  theatrical  motion pictures produced by Producer or any and all ideas,
screenplays, properties and/or literary, dramatic, musical or other materials of
any  kind  owned  and/or  controlled  by Producer during the Term which Producer
desires  to  produce as theatrical motion pictures ("Picture Submission").  Each
Picture  Submission  to  Agent by Producer shall be accompanied by the following
elements  ("Submitted Elements"): (i) a copy of the screenplay for such Picture;
(ii)  a  budget for such Picture and (iii) the star(s) attached to render acting
services  in  connection  with  such  Picture.

(1)     Agent's  Response.  Within  ten  (10)  business days following a Picture
        -----------------
Submission  to  Agent,  Agent  shall advise Producer in writing of the projected
sales  figures  for  such  Picture,  which sales shall be based on the Submitted
Elements  for  such  Picture  ("Projected  Sales  Submission").

(2)     Producer's  Approval:  Within  five  (5)  business  days  following  a
        --------------------
Projected  Sales  Submission to Producer, Producer shall advise Agent in writing
of  whether  or  not Producer has in its sole discretion elected to approve such
Picture  for distribution under the Agreement. If Producer shall fail to approve
in  writing  such  Projected Sales Submission, within said approval period, then
such  Projected  Sales  Submission  shall  be deemed to be rejected by Producer.

(3)     Approved Pictures.  If any Picture Submission pursuant to this Agreement
        -----------------
shall  be  approved  for  distribution by Producer, then such Picture Submission
shall  be  deemed  an  "Approved Picture."  If, and only if, Agent shall acquire
rights  with  respect  to  an Approved Picture, the provisions of this Agreement
with  respect  to  the  distribution  of  Approved  Pictures  shall  apply.