ASSET PURCHASE AGREEMENT

         This  Agreement  is dated this 14th day of July,  1998,  by and between
Odyssey Pictures  Corporation,  a Nevada corporation  ("Odyssey" or "Purchaser")
and KimonMediaright  Kommanditbolag,  a Swedish limited partnership  ("Kimon" or
"Seller"), and is hereinafter referred to as the "Agreement".

                                        I

                                    RECITALS

         A. The Board of  Directors  of Odyssey has approved the purchase of the
film and video  business run by Kimon as contained and  described  more fully in
Exhibit "A" hereto (incorporated herein by this reference).  The transfer of the
Kimon  contract  with  Hallmark  Entertainment  must  be  approved  by  Hallmark
Entertainment before this transaction will be complete and binding.

         B. Seller and Purchaser  have reviewed this Agreement and any documents
delivered pursuant hereto and have taken such additional steps and reviewed such
additional  documents and  information  as deemed  necessary to make an informed
decision to sell the assets/business above.

         C. Each of the parties hereto desires to make certain  representations,
warranties  and agreements in connection  herewith and also to describe  certain
conditions hereto.

                                       II

                                    AGREEMENT

         Therefore,  for  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the Parties agree as follows:

         1. Purchase Price and Terms:  The purchase price of this transaction is
four million five hundred thousand dollars ($4,500,000.00) payable as follows:

         Seller will receive four  million  five  hundred  thousand  (4,500,000)
shares of subordinated  convertible  preferred  shares,  Series B, in Purchaser,
having a par value of $.10 per share as required  by  Odyssey's  Certificate  of
Incorporation, but having a value of $1.00 per share for purposes of conversion.
Seller  shall be able to convert the  convertible  preferred  shares into common
stock in Purchaser  between June 30, 2000 and December 31, 2000, on the date the
conversion  notice is received by Purchaser  by  facsimile,  telegram,  personal
delivery, overnight mail or other transmission.  The conversion shall take place
on a  dollar-for-dollar  basis at the  average  closing ask price for the twenty
(20) trading days prior to conversion.  The conversion notice shall be signed by
a duly authorized  officer of Seller.  If the conversion takes place in December
of the year 2000,  Kimon will receive an extra ten percent premium in the number
of common shares it receives in the  conversion.  Conversion  maybe segmented or
all-at-once at Seller's option.

         The  convertible  preferred  shares  shall  be  issued  in the  name of
KimonMediaright Kommanditbolag.  All sums calculated herein are in United States
currency.  All  securities  certificates  shall be delivered on the Closing Date
herein.

         2. Assets  Purchased.  The assets purchased hereby are contained within
Exhibit "A" to this  agreement,  which  exhibit is  incorporated  herein by this
reference.  Title to the assets so purchased shall be transferred from Seller to
Purchaser on the date of closing of this transaction.


                                       82
<PAGE>

         3.  Private  Placement of  Restricted  Securities:  The parties  hereto
understand and agree that the Odyssey securities  purchased hereby are not being
offered or sold pursuant to a registration  statement under  applicable  federal
and state securities law. There is currently no public market for the securities
being  transferred  hereby  and there can be no  guarantee  from or  promise  of
Odyssey, except as provided in this Agreement,  that any such public market will
ever develop in the stock of Odyssey. The Odyssey stock being transferred hereby
is restricted stock and cannot be re-sold without  registration under applicable
securities  law or pursuant to an exemption from such  registration.  Therefore,
Seller must bear the economic risk of an investment in Odyssey for an indefinite
period of time.

                  a. Until (and if) registered under applicable securities laws,
the following legend will be placed on the Odyssey shares  certificate(s) issued
hereby:

                  THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933 ("THE ACT").  THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED OR OTHERWISE
DISPOSED  OF IN THE ABSENCE OF A CURRENT AND  EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT WITH  RESPECT TO SUCH  SHARES,  OR AN  OPINION OF THE  PURCHASER'S
COUNSEL,  REASONABLY  ACCEPTABLE  TO THE  ISSUER'S  COUNSEL,  TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

                  THE RIGHT OF THE HOLDER  HEREOF TO EFFECT  THE PUBLIC  SALE OF
THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY BE  LIMITED BY A CERTAIN
AGREEMENT  DATED JUNE 30, 1998 BETWEEN THE ISSUER  CORPORATION  AND THE ORIGINAL
PURCHASER.  SAID  AGREEMENT IS AVAILABLE  FOR  INSPECTION  IN THE OFFICES OF THE
ISSUER CORPORATION.

                  b. Seller  represents  and warrants that it is an  "accredited
investor" as that term is defined in Rule 501 of Regulation D promulgated  under
the Act  and/or  is  sophisticated  as that  term is  used  within  Rule  506 of
Regulation D and is capable of evaluating  the merits and risks of investment in
Odyssey  securities.  Seller is aware that Rule 144 under the Act, to the extent
relevant,   permits  public  sale  of  restricted   securities   only  upon  the
satisfaction of the conditions of the availability of such rule.

                  c. Seller  understands  that  Odyssey is the only entity which
may register the shares purchased hereby for public sale and that Odyssey has no
legal obligation to register such shares except as set forth in the Registration
Rights Agreements,  a copy of which is attached hereto as Exhibit "B", and which
the parties hereto shall execute on the Closing Date concurrently herewith.

         4.  Financial  Statements:  Odyssey agrees to supply to Seller its 1996
Annual Report. It will further supply its 1997 10-K and its unaudited  financial
statements  for  the  calendar  quarter  preceding  the  effective  date of this
Agreement as soon as they are completed.

         5. Effective Date: This Agreement shall be effective  immediately  upon
its execution by all parties hereto.

         6. Closing Date: The closing date of this  Agreement  shall be when the
parties have received  notice from Hallmark  Entertainment  of the assignment of
its agreement with Kimon to Odyssey. Purchaser may cancel this Agreement if such
notice has not been received by August 15, 1998.

         7. Preference.  The convertible preferred shares to be issued to Seller
hereunder,  designated as Preferred Stock,  Series B, shall have a preference on
liquidation  equal to $1.00 per share,  subordinate  however to the  liquidation
preference  of the  Preferred  Stock,  Series A, of Odyssey (in an amount not to
exceed $500,000.00 plus accruals per the terms of the Series A Preferred Shares,
which terms shall not be modified after the date of this Agreement),  but senior
to all other classes of preferred stock which may hereafter be issued by Odyssey
and senior in all cases to Odyssey's common stock.

                                       83
<PAGE>
         8. Other Provisions.  Odyssey  represents and warrants that pursuant to
Rule 144 of the SEC (as presently  written) the common shares Seller receives if
and when it converts its preferred  shares  (received as the purchase  price for
this transaction) shall be immediately free trading and unrestricted (subject to
Rule 144 as it would apply to affiliates as applicable), except to the extent of
any agreement  with an  underwriter  or  governmental  authority  that may be in
place,  and as  reasonably  agreed  to in  advance  by  Seller  (in the  case of
underwriter or other non-governmental restrictions).

         Odyssey  represents and warrants that it will take all reasonable steps
to assist  Seller in providing  information  or consulting  services  related to
encumbrance of the preferred shares owned by Seller

         It is understood  and agreed by the parties that this entire  agreement
is contingent upon Hallmark  Entertainment's  reasonable and timely approval (on
or before  the  closing  date  hereof)  of the  transfer  of the  Kimon/Hallmark
agreement to  Purchaser.  It is also agreed that Seller will  provide  financial
statements  of Kimon for the 12-month  period  ending June 30, 1998,  or, to the
extent  permitted  by the SEC,  audited  financial  statements  for such  period
relating only to the assets being purchased  hereunder and the direct  operating
expenses  thereof.  Such statements  shall be available as soon as is reasonably
practical.


                                      III.

                                  BUSINESS PLAN

         1. Management and Services Agreement: A jointly prepared Management and
Services  Agreement in substantially the same form as attached hereto as Exhibit
"C" shall be executed by the parties as soon as is practical, and shall, at that
time, replace the current Exhibit "C" and is incorporated herein at that time by
this reference.

         2. Rights to Kimon name:  From the closing  date  through  December 31,
1998, Purchaser shall have a royalty-free,  non-exclusive license for the use of
the name "Kimon." Said license is  non-transferable  and cannot be encumbered in
any manner.  Violation of this  paragraph is ground for immediate  revocation of
the license by Seller.  Purchaser has the option to purchase the name "Kimon" on
or before December 31, 1998. The purchase price of the name shall be $250,000.00
(U.S.),  payable on December 31, 1998 or within three  business days of the date
notice of  exercise of the option is  received  by Kimon,  whichever  date comes
first.

         3. Publicity. The parties hereto shall jointly (and reasonably) prepare
any publicity or press release related to this Agreement.

         4.  Confidentiality.  The provisions of this Agreement are confidential
and private and not to be  disclosed  to outside  parties  without the  express,
advance  consent  of all  parties  hereto  or by order  of a court of  competent
jurisdiction. Aggrieved parties may sue for money damages related to a breach of
this paragraph.

         5. Internet  Joint  Venture.  The parties shall  continue to discuss in
good faith the possibility of a joint venture Internet business.

         6. Kimon Audit.  Kimon hereby discloses that the Kimon limited partners
are  currently  undergoing  an  audit  related  to  Kimon  by  the  Swedish  Tax
Government.


                                       84
<PAGE>
                                       IV.

                     FURTHER REPRESENTATIONS AND WARRANTIES

         1.  Odyssey  makes the  following  representations  and  warranties  to
Seller:

                  a. Odyssey has examined and reviewed  this  Agreement  and any
documents  delivered  pursuant  hereto and has taken such  additional  steps and
reviewed such additional documents and matters as Odyssey has deemed necessary.

                  b. That  Odyssey is a business  corporation  in the process of
renewing  its good  standing  in the state of  Nevada.  Odyssey  represents  and
warrants that it will complete or diligently  pursue this procedure on or before
the closing date of this agreement.

                  c. Odyssey is authorized  to issue up to 40,000,000  shares of
common  stock  at a par  value  of $.01  per  share.  A total  of  approximately
5,169,285  common  shares are  presently  outstanding.  Odyssey is authorized to
issue up to  10,000,000  shares  of  Preferred  Stock at a par value of $.10 per
share  in one or more  series  as the  Board of  Directors  of the  Company  may
determine.  Currently,  there are 500,000 shares of Preferred  Stock,  Series A,
outstanding  (plus accruals  thereunder of an additional 25,000 shares as of the
date  hereof).  Pursuant to this  Agreement,  there will be 4,500,000  shares of
Preferred Stock,  Series B, outstanding on the Closing of this Agreement.  There
are no other classes of Preferred Stock presently outstanding.

                  d. The Odyssey  Board of Directors  has the  authority to bind
Odyssey to this  Agreement  and to  authorize  its  President  and  Secretary to
execute same.

                  e. Odyssey,  its Directors,  Officers and Agents, are aware of
no  government  consent  required to effectuate  this  Agreement and are further
aware of no  conflict  of this  Agreement  with an  order of any  court or other
tribunal or other agreements of Odyssey with third parties or any default in any
such orders or  agreements  with third  parties  that would  conflict  with this
Agreement.

                  f. That all  information  requested by Seller relative to this
Agreement  has been  provided  in good  faith by  Odyssey  and is  complete  and
accurate to the best of Odyssey's knowledge.

                  g.  That Odyssey owns no operating subsidiaries.

                  h. That  Odyssey has a total of  2,622,093  stock  options and
warrants outstanding or issued at an exercise price ranging from $.625 to $18.96
(copies  of which  have all been  made  available  to  Seller as part of the due
diligence  disclosure  of Purchaser  prior to  closing),  and there are no other
ownership rights or ownership  encumbrances of any nature not disclosed prior to
the close of this transaction to Seller.

                  i. That the financial statements to be provided by Odyssey per
paragraph  II 3. above will be complete  and  accurate to the best of  Odyssey's
knowledge and will not  materially  deviate from a subsequent  audit of the same
period.

                  j. From the time of the first discussions  between the parties
relative to the subject matter of this Agreement up to the Closing Date,  except
as  specifically  disclosed  herein,  there have not been, and shall not be, any
transactions  by Odyssey  other than those in the  ordinary  course of  business
except for a convertible  note financing  transaction  with the Augustine  Fund,
L.P. in the amount of $150,000 (as more fully  disclosed by Purchaser in the due
diligence process herewith, prior to closing).

                                       85
<PAGE>

                  k. That up  through  the  Closing  Date  hereof,  there are no
undisclosed  liabilities  or known  pending  events that would have a materially
detrimental effect on the operational or financial condition of Odyssey,  except
as are disclosed to Seller in the due diligence process prior to closing.

                  l. That the Odyssey  shares  being  acquired by Seller  herein
have not been registered under the Securities Act of 1933, as amended,  or under
any  other  federal  or state  securities  laws and are being  offered  and sold
pursuant to an exemption from such registration.

                  m. That Odyssey has had the  opportunity  to ask  questions of
and receive answers from Kimon,  its Directors,  Officers and Agents  concerning
this Agreement, Kimon's current financial and operational status and has had all
such questions asked, if any, responded to their satisfaction.

                  n. Odyssey  understands that prior to the Closing Date hereof,
Seller will furnish them with any  additional  information  they desire,  to the
extent Kimon possesses such  information or can acquire it without  unreasonable
expense or effort,  necessary  to verify any  information  provided  by Kimon at
Odyssey's request.

                  o. That all information provided by Odyssey to Seller has been
supplied in good faith and is  complete  and  accurate to the best of  Odyssey's
knowledge.

                  p. That Odyssey is not a party to any litigation or regulatory
action or  governmental  action  against or involving it or any other  contested
matter in any forum or jurisdiction and does not currently expect to be party to
any such  litigation or regulatory  action or  governmental  action or contested
matter  against or  involving  it not  disclosed to Seller prior to the close of
this transaction.

                  q.  That  the  shares   issued  as   consideration   for  this
transaction will be legal issued, fully paid and non-assessable with no personal
liability attaching thereto.

                  r.  That  Odyssey  is in the  process  of or will file all tax
reports  and  returns  required  to be filed  and will pay all  taxes  and other
charges due or claimed to be owed by all taxing authorities.

                  s.  That  Odyssey  has  good and  marketable  title to all its
assets, real and personal, tangible and intangible, including without limitation
all assets and  properties  included  within its financial  statements.  None of
these  assets  and  properties  are  subject  to  any  mortgage,  lien,  pledge,
conditional sale,  encumbrance or other charge whatsoever except as disclosed to
Seller  and  Kimon  prior  to the  close of this  transaction.  No  petition  in
bankruptcy has been filed by or against Odyssey nor has any assignment been made
for the benefit of creditors,  nor is Odyssey aware of any information  that may
lead to any of the above  events not  disclosed  to Seller prior to the close of
this transaction.

                  t. That  Odyssey  is not in or about to be in default or in or
about to be in arrears on any material Odyssey  transaction or obligation except
as disclosed to Seller prior to the close of this transaction.

                  u. That Odyssey, its management, employees and agents have not
employed  any  device,  scheme or  artifice  to  defraud  or engaged in any act,
practice or course of  business  which  operates or would  operate as a fraud or
deceit  upon any  person or  entity  in  connection  with its  normal  course of
business,  the sale of its  securities or with respect to the provisions of this
Agreement.

         2. Kimon makes the following and further representations and warranties
to Odyssey herein:

                                       86
<PAGE>

                  a. Kimon has  examined  and reviewed  this  Agreement  and any
documents  delivered  hereto and have taken such  additional  steps and reviewed
such additional documents and matters as they have deemed necessary.

                  b. That Kimon is a limited  partnership  in good  standing  in
Sweden.

                  c.  That  Kimon  has  the  authority  to bind  itself  to this
Agreement.

                  d. That Kimon is aware of no governmental  consent required to
effectuate  this Agreement and further that there are no conflicts  between this
Agreement  with an order of any  court or  other  tribunal  or other  agreements
between or among  Kimon  and/or any other  third  parties.  Kimon is further not
aware of any default in any order or agreement between or among Kimon and/or any
third parties.

                  e. That Kimon owns no  subsidiaries  except those disclosed in
its financial reports and statements.

                  f. That Kimon has no partnership  interest options or warrants
outstanding  or issued,  and there are no other  ownership  rights or  ownership
encumbrances of any nature  whatsoever  pledged,  outstanding or issued in or by
Kimon and/or Seller except the Kimon partnership interests owned by Seller.

                  g. From the time of the first discussions  between the parties
relative to the subject matter of this Agreement up to the Closing Date,  except
as  specifically  disclosed  herein,  there have not been, and shall not be, any
transactions by Kimon other than those in the ordinary course of business.

                  h. That up  through  the  Closing  Date  hereof,  there are no
undisclosed  liabilities  or known  pending  events that would have a materially
detrimental effect on the operational or financial condition of Kimon.

                  i. That Kimon has had the  opportunity to ask questions of and
receive  answers from Odyssey,  its Directors,  Officers and Agents,  concerning
this Agreement, Odyssey's current financial and operational status and Odyssey's
proposed plans and  operations,  and have had all such questions  asked, if any,
responded to their satisfaction.

                  j. That all information provided by Kimon to Odyssey hereunder
has been  supplied  in good faith and is  complete  and  accurate to the best of
Kimon's knowledge.

                  k. That Kimon is not a party to any  litigation  or regulatory
action or  governmental  action  against or involving it or any other  contested
matter in any forum or jurisdiction and does not currently expect to be party to
any such  litigation or regulatory  action or  governmental  action or contested
matter against or involving it not disclosed to Purchaser  prior to the close of
this transaction.

                  l. That  Kimon  has duly  filed all tax  reports  and  returns
required to be filed  thereby and have duly paid all taxes and other charges due
or claimed to be owed by all taxing authorities.

                  m. That Kimon has good and marketable title to all its assets,
real and personal,  tangible and intangible,  including  without  limitation all
assets and properties  included within its financial  statements.  None of these
assets and properties  are subject to any mortgage,  lien,  pledge,  conditional
sale, encumbrance or other charge whatsoever. No petition in bankruptcy has been
filed by or against  Kimon nor has any  assignment  been made for the benefit of
creditors,  nor is Kimon  aware of any  information  that may lead to any of the
above  events.  It is  understood  and agreed by the  parties  that this  entire
agreement is contingent  upon  Hallmark  Entertainment's  reasonable  and timely
approval of the transfer of the Kimon/Hallmark agreement to Purchaser.

                                       87
<PAGE>

                  n.  That  Kimon is not in or about to be in  default  or in or
about to be in arrears on any material Kimon transaction or obligation except as
disclosed to Purchaser prior to the close of this transaction.

                  o. That Kimon,  its management,  employees and agents have not
employed  any  device,  scheme or  artifice  to  defraud  or engaged in any act,
practice or course of  business  which  operates or would  operate as a fraud or
deceit  upon any  person or  entity  in  connection  with its  normal  course of
business,  the sale of its  securities or with respect to the provisions of this
Agreement.

         3. Survival of Warranties and Representations: The parties hereto agree
that all warranties and  representations  of the parties  survive the closing of
this transaction.

                                        V

                            MISCELLANEOUS PROVISIONS


         1.  Expenses:  Each party  shall bear its  respective  costs,  fees and
expenses associated with the entering into or carrying out its obligations under
this Agreement.

         2.  Indemnification:  Any party,  when an  offending  party,  agrees to
indemnify  and hold harmless the other  non-offending  parties from any claim of
damage of any  party or  non-party  arising  out of any act or  omission  of the
offending party arising from this Agreement.

         3. Notices:  All notices  required or permitted  hereunder  shall be in
writing and shall be deemed given and received when  delivered in person or sent
by confirmed  facsimile,  or ten (10) business days after being deposited in the
United States mail, postage prepaid, return receipt requested,  addressed to the
applicable party as the address as follows:

Purchaser:  Odyssey Pictures Corporation, 1601 Elm Street, Suite 4000, 
            Dallas, Texas  75201

With a copy to:  Howard J. Kerker, Esq., 600 Madison Ave., 22nd Floor,
                 New York, NY  10022
--------------

Seller:  KimonMediaright Kommanditbolag, Danderyd Campus, Morby Centrum, 
         182 31 Danderyd, Sweden

With a copy to:  Peter J. Wilke, Esq., 11835 W. Olympic Blvd., Suite 1090,
                 Los Angeles, CA  90064
--------------

         4. Breach:  In the event of a breach of this  Agreement,  ten (10) days
written  notice  (from the date of receipt of the notice)  shall be given.  Upon
notice so given, if the breach is not so corrected,  the non-breaching party may
take appropriate legal action per the terms of this Agreement.

         5.  Assignment:  This  Agreement  is  assignable  only with the written
permission of all concerned parties.

         6.  Amendment:  This  Agreement  is the full and  complete,  integrated
agreement of the parties,  merging and superseding  all previous  written and/or
oral  agreements  and  representations  between  and among the  parties,  and is
amendable  in  writing  upon  the  agreement  of  all  concerned  parties.   All
attachments hereto are deemed to be a part hereof.

         7.  Interpretation:  This Agreement  shall be interpreted as if jointly
drafted  by the  parties.  It shall  be  governed  by the  laws of the  State of
California  and the United States  applicable to contracts  made to be performed
entirely therein.

                                       88
<PAGE>

         8. Enforcement: If a lawsuit is filed to enforce or interpret the terms
of this Agreement,  the United States District,  Central District of California,
located in Los Angeles,  California  shall have  jurisdiction  and be the proper
place of venue.  The  prevailing  party in any such lawsuit shall be entitled to
its  reasonable  attorney's  fee and costs.  Any judgment of said court shall be
enforceable  any where in the world.  If a portion of this Agreement is declared
invalid or void by competent court order,  the remainder of this Agreement shall
remain in force to greatest degree practical.

         9. Counterparts: This Agreement may be executed in counterparts each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.  Facsimile  signatures  shall be considered as valid and
binding as original signatures.

         10. Board  Approval:  Authorizing  resolutions of Odyssey and Kimon are
attached hereto as exhibits "D" and "E", respectively.


         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on
the date first written above.

                                         PURCHASER:

                                         Odyssey Pictures Corporation


                                         ---------------------------
                                         Its President
ATTEST:


-------------------------
Its Secretary






                                     SELLER:

                                     KimonMediaright Kommanditbolag
                                     Svenska Kimon Aktiebolag, General Partner


                                     --------------------------
                                     __________________ of the General Partner

ATTEST:


-------------------------
its:______________________



                                       89
<PAGE>

 Exhibit A -Purchased Assets

 1      Cash and Bank                                 SEK          17 095
 2      Prepaid Expenses and Accrued Income           SEK       1 005 572
 3      Other Short Term Receivables                  SEK         291 146
 4      Valuation Key                                 SEK       2 000 000
 5      Hallmark                                      SEK      16 000 000
 6      Video and TV Scandinavia                      SEK       2 108 550
 7      Movie Rights                                  SEK      14 764 750

 Comments

 Prepaid Expenses and Accrued Income

     The whole amount is income from the two  distributors  Svenska Kimon AB and
Norska Kimon A/S.

 Other Short Term Receivables

     This  amount is mostly a net  amount  on  claims  and debts to Kimon  Inc.,
Norska Kimon A/S, Svenska Kimon AB and Stockwood AB, which all are related.  The
only "outside" claim is a small VAT claim for SEK 6 438.

 Copyright to Valuation Key

     This is a system  to  access  a value on film  rights  based  upon  several
variables.

 Hallmark Entertainment

 See enclosed contract.

 Film Rights

     Number six and seven are combined in the enclosed list of Kimon  Mediaright
Film Library.
<PAGE>

                                   EXHIBIT "B"

                          REGISTRATION RIGHTS AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

         This  Agreement  is dated  this  14th  day of July,  1998 and is by and
between Odyssey Pictures Corporation, a ___________ corporation,  (the "issuer")
and   KimonMediaright   Kommanditbolag   a  Swedish  limited   partnership  (the
"purchaser") and assigns, and is hereinafter referred to as the "Agreement."

                                        I

                                    RECITALS

         A. Purchaser has acquired 4,500,000 shares of preferred stock of issuer
upon the terms and  conditions of the Purchase and Sale  Agreement to which this
Agreement is an exhibit.

         B. This  Agreement  provides for  purchaser to be granted  registration
rights of the  Registrable  Securities  on the terms and  conditions as provided
below.

         C. This Agreement is supported by good and valuable consideration,  the
receipt and sufficiency of which is acknowledged by issuer.

                                       90
<PAGE>

                                       II

                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meaning:

                  "Act" means the Securities Act of 1933, as amended.

                  "Affiliate"  means an "affiliate" as that term is used in Rule
405 under the act.

                  "Holder"   means  the   purchaser   and  any  other  owner  of
Registrable  Securities  by  transfer or  assignment  for  purchaser  or another
holder.

                  "Registrable  Securities"  means the  issuer's  shares and any
additional shares that the purchaser or assignee of purchaser may be entitled to
under any  separate  agreement  with the  issuer.  This  term  does not  include
securities  which are freely  sold to the public in the  United  States  without
registration under the Act (including Rule 144(k) securities).

                  "SEC" means the Securities and Exchange Commission.

                                       III

                             REGISTRATION AGREEMENT


         1. Piggy-Back Registration. After conversion of the preferred shares in
Issuer by  purchaser,  if, at any time,  and prior to sixty  months  thereafter,
issuer  proposes to file a registration  statement under the Act with respect to
any  class  of  security  (other  than  within  a Form  S-4  or S-8 or any  form
substituting  therefor,  or any exchange offer or offer strictly to the issuer's
existing  security  holders,  or securities  issued  pursuant to option plans of
officers  and  directors  or employees of the issuer) then the issuer shall give
written  notice of such  proposed  filing to the  Holder(s) at least thirty days
before the anticipated  filing date, and such notice shall offer each Holder the
opportunity to register such  Registrable  Securities as such Holder may request
(the "Piggy-Back Registration"). The issuer, if requested by the Holder(s) shall
use its best efforts to cause the  underwriters to permit Holders to participate
therein  on the same terms and  conditions  as any other  selling  holder or the
issuer,  and  anything  less than that  shall  only be upon  written  notice and
substantial  justification  as supplied by the managing  underwriter on a timely
basis to Holder(s).

         2.  Hold  Back   Agreements.   Holder(s)  agree,  in  the  case  of  an
underwritten  public  offering of issuer,  and to the extent not in violation of
any law, not to sell any Registrable  Securities  during the period of time five
days before until twenty days after the effective date of any such  underwritten
public  offering of the issuer,  unless such sale is  pre-approved in writing by
the issuer.  The issuer  similarly  agrees not to sell or distribute  any of its
securities in any offering other than the  underwritten  public  offering of the
issuer as  aforesaid  during the same period of time (five days before to twenty
days after), except for sales under Forms S-4 and S-8. Issuer, upon a showing of
good and just cause, shall have the right to withdraw any registration initiated
by issuer under this agreement prior to the effective date of such  registration
statement.

         3. Equal Treatment.  With respect to any  registration  statement filed
pursuant  to  this  Agreement,  the  Holder(s)  in no  event  shall  be  treated
differently  than any other  selling  security  holders in  connection  with any
requirement by an underwriter and/or the issuer.

         4. Legend. The certificates of the Registrable Securities shall contain
a legend notifying the holder that rights to sell the security are restricted by
this  Agreement  and state where a copy of this  Agreement  may be  inspected or
obtained.

                                       91
<PAGE>

         5.  Registration  Procedures.  Upon  commencement  of a registration of
securities  subject to this agreement,  the issuer shall use its best efforts to
cause the  registration  to become  effective  as quickly as is  practical.  The
issuer  shall  furnish   Holder(s)  copies  of  all   registration   statements,
prospectus',  amendments and exhibits as filed with the SEC, as well as with any
state  jurisdiction.  The  issuer  will use its best  efforts  to "Blue Sky" the
Registrable  Securities  in  such  jurisdictions  as  the  Holder(s)  reasonably
request(s) and to be approved by any other authority  reasonably necessary under
the circumstances. The issuer shall immediately notify Holder(s) of the delivery
of any prospectus  related to the Registrable  Securities,  and the happening or
omitting of any material event or fact that would make any representation in the
prospectus or any registration  statement false or misleading in a material way.
The issuer  covenants  and agrees to  immediately  amend any such  prospectus or
registration statement to make the statements therein comply with all applicable
law. The issuer  covenants  and agrees to enter into or take such actions as are
usual and accustomed in the  facilitation  of the disposition of the Registrable
Securities.  The issuer shall make  available for  inspection,  upon  reasonable
advance notice and during regular  business hours, to any Holder(s) or qualified
representative  thereof,  any information  and material  contained or alluded to
within any  prospectus  or  registration  statement  regarding  the  Registrable
Securities.  The issuer will use its best efforts to obtain  opinions of counsel
and accountants  normally associated with a public registration of securities of
this nature and otherwise use its best efforts to comply with applicable law and
regulations  regarding  the sale of  securities  under the Act.  The  issuer may
require Holder(s) to supply  information as is reasonably and normally necessary
to effectuate  the  registration  and sale of the  Registrable  Securities.  The
Holder(s)  agrees to comply  with all  applicable  laws and  regulations  in the
transfer of the Registrable Securities.

         6.  Registration  Expenses.  Any  and all  expenses  of the  issuer  in
complying  with the terms of this  Agreement  shall be borne  exclusively by the
issuer. All underwriting  discounts,  selling commissions and fees of Holder(s)'
counsel shall be borne by Holder(s).

         7. Survival of Warranties and Representations: The parties hereto agree
that all warranties and  representations  of the parties  survive the closing of
this transaction.

         8.  Indemnification:  Any party,  when an  offending  party,  agrees to
indemnify  and hold harmless the other  non-offending  parties from any claim of
damage of any  party or  non-party  arising  out of any act or  omission  of the
offending party arising from this Agreement.

         9. Notices:  All notices  required or permitted  hereunder  shall be in
writing and shall be deemed given and received when  delivered in person or sent
by confirmed  facsimile,  or ten (10) business days after being deposited in the
United States mail, postage prepaid, return receipt requested,  addressed to the
applicable party as the address as follows:

Issuer:  Odyssey Pictures Corporation, 1601 Elm Street, Suite 4000, 
         Dallas, Texas  75201

With a copy to:  Howard J. Kerker, Esq., 600 Madison Ave., 22nd Floor,
                 New York, NY  10022
--------------

Purchaser:  KimonMediaright Kommanditbolag, Danderyd Campus, Morby Centrum,
            182 31 Danderyd, Sweden

With a copy to:  Peter J. Wilke, Esq., 11835 W. Olympic Blvd., Suite 1090,
                 Los Angeles, CA  90064
--------------

         10. Breach:  In the event of a breach of this Agreement,  ten (10) days
written  notice  (from the date of receipt of the notice)  shall be given.  Upon
notice so given, if the breach is not so corrected,  the non-breaching party may
take appropriate legal action per the terms of this Agreement.

                                       92
<PAGE>

         11. Assignment: This Agreement is assignable by purchaser.

         12.  Amendment:  This  Agreement is the full and  complete,  integrated
agreement of the parties,  merging and superseding  all previous  written and/or
oral  agreements  and  representations  between  and among the  parties,  and is
amendable  in  writing  upon  the  agreement  of  all  concerned  parties.   All
attachments hereto are deemed to be a part hereof.

         13.  Interpretation:  This Agreement shall be interpreted as if jointly
drafted by the parties.  It shall be governed by the laws of the State of Nevada
and the United  States  applicable  to contracts  made to be performed  entirely
therein.

         14.  Enforcement:  If a lawsuit is filed to enforce  or  interpret  the
terms of this Agreement, the United States District located in Los Vegas, Nevada
shall have  jurisdiction  and be the proper place of venue. The prevailing party
in any such  lawsuit  shall be entitled  to its  reasonable  attorney's  fee and
costs.  Any judgment of said court shall be enforceable  any where in the world.
If a portion of this  Agreement is declared  invalid or void by competent  court
order,  the remainder of this Agreement shall remain in force to greatest degree
practical.

         15.  Counterparts:  This Agreement may be executed in counterparts each
of which shall be deemed an original and all of which together shall  constitute
one and the same agreement.  Facsimile  signatures  shall be considered as valid
and binding as original signatures.




IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on the date
first written above.

                                                 ISSUER:

                                                 Odyssey Pictures Corporation


                                                 ---------------------------
                                                 Its President
ATTEST:

-------------------------
Its Secretary




                                       PURCHASER:

                                       KimonMediaright Kommanditbolag
                                       ________________________, General Partner


                                       --------------------------
                                       __________________ of the General Partner

ATTEST:


-------------------------
its:______________________



                                       93
<PAGE>

 Exhibit C

                        Management and Service Agreement

 This Agreement is made the 14th day of June 1998

 Between

     Svenska Klmon  Forsaljnings AB, a company  organized and existing under the
laws of Sweden  and having  its  registered  office at  Danderyd  Campus,  Morby
centrum, 18231 Danderyd, Sweden (hereinafter referred to as "Kimon").

 And

     Odyssey Pictures  Corporation,  a company  organized and existing under the
laws of Sweden and having its registered office at 1875 Century Park East, Suite
2130, Los Angeles, California 90067 (hereinafter referred to as "Odyssey")

 And

 Tore Jorkjend.

 Whereas:

oOdyssey has a continuing need for advice and assistance in the areas of general
 and financial management.

oKimon is staffed with experienced personnel who is able to provide those 
 services to Odyssey by drawing on its own resources as well as on those 
 available from other companies in the organization or from third parties.

oKimon is willing to render to Odyssey and Odyssey desires to use such services.

 PREAMBLE

 Business Plan Kimon

 1.  Overview of the Kimon Organization.

     This business plan describes the operations and  development of the present
sales activities of the Kimon organization.

     It is  assumed  that  Stockholm  wills b e the head  office  for the Nordic
operations,  but also for any future  development of the sales to the video- and
TV markets.

     The organization of the operative office in Stockholm will be depending and
relying on the decisions made by the Group  Management Team (GMT), but initially
a sales manager and a general administrative assistant will be sufficient.

     Tore Jorkjend of Kimon Norge AS has a separate  Agreement that concerns the
Hallmark  Agreement and will be responsible to develop the Hallmark Agreement as
expressed below.

     The most important issue for the newly combined post acquisition group (The
Odyssey Group) is how to conduct the  management  tasks and the follow up of the
operative units. The GMT will consist of people from both organizations. The GMT
should meet quarterly. The main tasks could be to:

 a)  set the goals for the local companies
 b)  Evaluate, discuss and approve the business plans of the local sales 
     companies
 c)  Identify new business, new markets and new products for the Group.
 d)  Support and act as speaking partner for the local management
 e)  Receive all reports from the operative units

                                       94
<PAGE>

     A third party as described in this  Agreement will perform the actual sales
work. All sales figures are identified as royalty income for Odyssey,  The costs
for achieving  these sales figures will be expressed  below.  The charge will be
calculated  separately  for the  Hallmark  films due to the  separate  Agreement
concerning these films.

     The net profit for Odyssey will consequently be computed as the Net Royalty
Income after the Charged Costs and the Hallmark  Fee,  expressed and accepted in
this Agreement.

 2. Goals

     Preliminary  goals for the sales  organization  in Stockholm can be divided
between the video  market,  (rental,  sell  through and profit  split),  and the
TV-markets.

     Initially  the key  markets  will be the  Scandinavian,  but as son as this
market has been secured and  established,  a wider European  perspective must be
discussed in the GMT for both video and TV.

 Profon-na Royalty Income, in thousands of US dollars as presented by Kimon

 Video Markets

 Year               1999        2000        2001         2002         2003
 Hallmark            810        1.100       1.100        1.100        1.100
 TV/Video Scand.     100          150         250          350          500
 Klmon Library       512          291         291          291          291
 Total             1.422        1.541       1.641        1.741        1.891


 Proforma Costs

 Year               1999        2000        2001         2002         2003
 Hallmark            100         140         140          140          140
 Other               250         300         300          300          300
 Total               350         440         440          440          440

     Now  therefore,  in  consideration  of the  Premises  and mutual  covenants
hereinafter contained, the parties mutually agrees as follows.

 1. Engagement of Kimon

     Odyssey  hereby  engages  Kimon to render  services in the areas  specified
below throughout the term of this Agreement.

     Odyssey hereby asks Kimon to perform these  services on a continuing  basis
without any further specific request.

 11. Services

     During  the term of this  Agreement,  subject  to the terms and  conditions
stated  herein,  Kimon will provide  services in the interest of Odyssey,  which
specifically are compromised of

 Managerial

 In the Markets defined as Kimon's;

a)  advice and assistance in the production of Odyssey's business plans and 
    ongoing support in the implementation of such plans

b)  advice and assistance in the preparation of marketing concepts and the 
    carrying out of marketing development projects

c) advice and assistance in the conducting of market research and analysis;

                                       95
<PAGE>

 Sales

a)  Tore Jorkjend shall together with the Odyssey jointly choose the minimum 
    yearly amount of 25 films from Hallmark

b)  development of sales operations in the Markets defined as Kimon's in order
    to reach the Goals defined in the Preamble hereabove.

c)  recruit and be responsible for the resources necessary to reach the 
    volumes defined in the Business Plan

d)  develop inventory, sales and reporting systems for all necessary tracking
    and account of all operations and sales activity to be delivered to odyssey
    on monthly basis.

 Other Services

     Both parties are free to negotiate to include  other  services  appropriate
for the Kimon organization

 111. Fees

 In consideration of the services to be rendered by Kimon under this Agreement,
 Odyssey agrees and undertakes to pay a service fee to Kimon.

 The amount of service fee is determined in accordance with the provisions set
 below.

 The fee Kimon charges is based on the costs specified in the Preamble 
 hereabove.

     The fee for the Hallmark sales are related to the total Royalty Income.  Up
to 4 million SEK in Royalty Income per twelve months  starting July 1, 1998, the
fee is 10% on the Gross  Royalty  Income.  If the total  Royalty  Income for the
Hallmark  films  exceeds 4 million SEK per twelve month period  starting July 1,
1998, the fee will be 15% of the additional Royalty Income.

 The fee covering the other services will be equal to the costs incurred.

 M Payment

     Kimon will bill Odyssey for the services provided or performed  pursuant to
this Agreement on a monthly basis, or at such other frequency as the parties may
agree on.  Payments  will be made within the first  thirty  (30) days  following
receipt by Odyssey of the monthly bill.

     Kimon agrees to keep and preserve  accurate records of all its transactions
relating to the services rendered pursuant to this Agreement, such records to be
open to inspection at all reasonable  times by Odyssey or persons  authorized by
Odyssey.

     In the event of any objection by Odyssey, the matters, which are subject to
objection,  will  be  referred  to the  CPA of  Odyssey  for  resolution,  which
resolution will be final and binding on the parties.

 V. Records and documentation of costs.

     Kimon shall establish a costing system that confirms to the requirements of
an acceptable cost accounting  method.  In particular Kimon shall, keep true and
accurate  books and records in such detail as is  necessary to identify the cost
related to rendering the services specified under section IV above.

     All  books  and  records   shall  be  audited   annually  by  a  recognized
international independent Certified Public Accountant.

                                       96
<PAGE>

 V1. Warranty

     Under this  Agreement,  the liability of Kimon for a material breach of the
terms of this  Agreement  shall be  limited to cases  where the other  party may
prove gross  negligence or wrongful intent on the part of Kimon or of any of its
employees,  provided,  however,  that in no event Kimon shall be held liable for
any  consequential  damages or for any loss of profits suffered by Odyssey or by
any third  party,  and provided  further  that the amount of damages  claimed in
respect of all breaches of contract  that may occur during one calendar  year in
regard to Odyssey owes to Kimon for the year during which  Odyssey owes to Kimon
for the year during which the breach of contract has occurred.

     Kimon's  liability for torts  committed by Kimon or its employees  shall be
limited to cases where Odyssey is able to prove that Kimon or one or more of its
employees have acted with wrongful intent or gross negligence. Kimon's liability
for torts  committed  by outside  parties  which have not entered into a service
Agreement  with Klmon and which Kimon has engaged to help to render the services
shall be limited  to that  amount of damages  that  Kimon can  recover  from the
outside party.

 VII Term and termination

     This  Agreement  shall  be  effective  as from  14th of July  1998 and will
continue in effect until Mh

     of June  2002,  and  thereafter  for  successive  periods of one year until
either party gives written notice to the other, not later than June of any year,
that the Agreement  will not continue  beyond 30th of June,  next  following the
giving of the notice.  Except for any  obligation to pay any fixed sum of money,
which may have accrued,  and be due and payable under this Agreement at the time
of termination, upon the termination of this Agreement all obligations of either
party to the other will terminate.

 VIII. Assignment

     No right of Kimon may be assigned,  and no duty of Kimon may be  delegated,
to any person or entity without the prior written consent of Odyssey.

 IX. Partial invalidity

     ft is intended that this  Agreement  will not violate any valid  applicable
law of any  country,  -whether  national  or  local.  Therefore,  if any term or
provision of this Agreement,  or its application to any person or  circumstance,
shall be invalid or  unenforceable,  the  remainder  of this  Agreement,  or its
application to any person or  circumstance  other than those as to whom or as to
which is  invalid  or  unenforceable,  will not be  affected,  and each term and
provision of this Agreement shall be enforced to the fullest extent permitted by
law.

 X. Notice

     Any  notice  under  this  Agreement  will  be  deemed  duly  given  and any
instrument  will be deemed duly  delivered,  as to Kimon,  when  mailed  postage
prepaid, addressed to it at the following addresses:

 Svenska Kimon Forsaljnings AB, Danderyd Campus, M6rby centrum, S- 182 31 
 Danderyd, Sweden

 and, as to Odyssey, when mailed postage prepaid, addressed to it at the 
 following addresses:

 Odyssey Pictures Corporation, 1601 Elm Street, Suite 4000. Dallas. Texas 
 75201, USA

 or, as to either party, at such address as that party may specify from time to
 time by written notice to the other party in accordance with these provisions.
 These provisions will not prevent the giving of any notice or the making of any
 payment in any other valid manner.

                                       97
<PAGE>

 XI. Waiver

 This Agreement constitutes the entire understanding existing between the
 parties with respect to the subject matter dealt with in this Agreement. 
 No term or provision in this Agreement may be waived, modified or altered
 except by an instrument in writing properly executed by the parties.

 XII. Law

 This Agreement will be governed by, and construed in accordance with, the laws
 of California, USA.

 The parties have caused this Agreement to be executed in duplicate and sealed
 by their duly authorized representatives.

 Odyssey Pictures Corporation             Svenska Kimon Forsaljnings AB

 /s/Tore Jorkjend                         /s/ Svenska Kimon Forsaljnings AB
-----------------                         ---------------------------------


                                       98
<PAGE>