STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE  AGREEMENT  is made as of the 15th day of  September,
1997, by and between Odyssey  Pictures  Corporation,  a Nevada  corporation (the
"Company"),  and  Kinnevik  Media  Properties,   Ltd.,  a  Delaware  corporation
("Investor").

 THE PARTIES HEREBY AGREE AS FOLLOWS:

 Purchase and Sale of Stock.

 Stock.

 (a)     Sale and Issuance of Series A Preferred

     i. The Company,  through its Board of Directors,  shall adopt and file with
the  Company's  corporate  records  the  Resolutions  of the Board of  Directors
authorizing  Series A Preferred Stock in accordance with the Company's  Articles
of  Incorporation  and the Statement of Designations in the form attached hereto
as Exhibit A (the "Statement of Designations").

     ii.  Subject to the terms and  conditions of this  Agreement,  the Investor
agrees to  purchase  and the  Company  agrees to sell and issue to the  Investor
500,000 shares of the Series A Preferred Stock in  consideration  of $500,000 as
follows:

               (1) An  aggregate  of  $250,000  at  the  Closing  consisting  of
               $150,000  in ready  funds  and the  application  of the  $100,000
               Advance,  pursuant to and in accordance  with that certain letter
               agreement  between the Company and  Investor  dated as of July 8,
               1997, as a credit towards this payment, with the accrued interest
               on such Advance being applied to the final Promissory Note below;
               and

               (2)  Investor's  delivery  of two  (2)  Promissory  Notes  in the
               following amounts and with the following maturity dates:

          1.   $125,000 payable 90 days after the Closing (the 1190 Day Note,,);
               and

          11.  $125,000  payable  270 days  after  the  Closing  (the  11270 Day
               Note").

     iii.  Notwithstanding  the foregoing,  Investor agrees that it will pay the
Company an additional  $100,000 (to be applied in the manner described below) on
the earlier of (x) 30 immediately prior to the Closing, of:

          (i) Preferred Stock. 10,000,000 shares authorized, par value $0.10 per
     share, none of which are outstanding prior to the Closing.

          (ii) Common Stock.  40,000,000 shares authorized,  par value $0.01 per
     share, 4,456,637 of which are outstanding.

          (iii) Class A Stock. 10,000,000 shares authorized, par value $0.01 per
     share, none of which are outstanding.

          (iv) The  outstanding  shares of Common Stock are all duly and validly
     authorized  and issued,  fully paid and  nonassessable,  and were issued in
     accordance  with  the  registration  or  qualification  provisions  of  the
     Securities  Act of 1933,  as amended  (the  "Act") and any  relevant  state
     securities laws or pursuant to valid exemptions therefrom.

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          (c)  Authorization.  All corporate  action on the part of the Company,
     its officers,  directors and shareholders  necessary for the authorization,
     execution  and  delivery  of  this   Agreement,   the  performance  of  all
     obligations of the Company hereunder,  and the authorization,  issuance (or
     reservation  for  issuance),  sale and  delivery  of the Series A Preferred
     Stock being sold hereunder and the Common Stock issuable upon conversion of
     the Series A  Preferred  Stock has been taken or will be taken prior to the
     Closing,  and this  Agreement  constitutes  the valid and  legally  binding
     obligation of the Company, enforceable in accordance with its terms, except
     (x)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
     moratorium,  and other laws of general application affecting enforcement of
     creditors'  rights  generally  and (y) as limited by laws  relating  to the
     availability of specific enforcement, injunctive relief, or other equitable
     remedies.

          (d) Valid Issuance of Preferred  Stock.  The Series A Preferred  Stock
     that is being purchased by the Investor  hereunder,  when issued,  sold and
     delivered  in  accordance   with  the  terms  of  this  Agreement  for  the
     consideration expressed herein, will be duly and validly issued, fully paid
     and  nonassessable  and will be issued in  compliance  with all  applicable
     federal  and  state   securities  laws.  The  Common  Stock  issuable  upon
     conversion of the Series A Preferred  Stock  purchased under this Agreement
     has been duly and validly  reserved  for  issuance  and,  upon  issuance in
     accordance with the terms of the Articles of Incorporation and the enabling
     resolutions,  will be duly and validly issued, fully paid and nonassessable
     and will be issued in  compliance  with all  applicable  federal  and state
     securities laws.

           (e)   Governmental   Consents.   No   consent,   approval,  order  or
     authorization of, or registration,  qualification, designation, declaration
     or filing with, any federal,  state or local governmental  authority on the
     part of the Company is required in connection with the  consummation of the
     transactions  contemplated by this Agreement  except to the extent required
     to comply with all applicable federal and state securities laws.

          (f) Compliance with Other Instruments. The Company is not in violation
     or default of any provision of its Articles of Incorporation or Bylaws,  or
     in any material respect of any instrument, judgment, order, writ, decree or
     contract  to which it is a party or by  which it is  bound,  except  as set
     forth in the Registration  Statement (as hereinafter  defined),  or, to the
     best of its  knowledge,  of any provision of any federal or state  statute,
     rule or regulation  applicable to the Company. The execution,  delivery and
     performance of this Agreement,  and the  consummation  of the  transactions
     contemplated  hereby,  will  not  result  in any  such  violation  or be in
     conflict with or constitute, with or without the passage of time and giving
     of notice, either a default under any such provision, instrument, judgment,
     order,  writ,  decree or contract or any event that results in the creation
     of any material lien, charge or encumbrance upon any assets of the Company.

          (g)  Disclosure.  The Company has fully provided the Investor with all
     the information  that it has requested for deciding whether to purchase the
     Series A Preferred  Stock.  To the Company's best  knowledge,  neither this
     Agreement,  nor any other  statements or certificates  made or delivered in
     connection  herewith  contains any untrue  statement of a material  fact or
     omits to state a material fact necessary to make the  statements  herein or
     therein not misleading.

 3.Representations and Warranties of Investor.

          (a) Authorization.  The Investor has full power and authority to enter
     into this Agreement and all corporate  action on the part of Investor,  its
     officers,  directors  and  shareholders  necessary  for the  authorization,
     execution  and  delivery  of  this  Agreement  and the  performance  of all
     obligations of Investor hereunder, has been taken or will be taken prior to
     the Closing,  and this Agreement  constitutes the valid and legally binding

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     obligation  of the  Investor,  enforceable  in  accordance  with its terms,
     except (x) as limited by applicable bankruptcy, insolvency, reorganization,
     moratorium,  and other laws of general application affecting enforcement of
     creditors'  rights  generally  and (y) as limited by laws  relating  to the
     availability of specific enforcement, injunctive relief, or other equitable
     remedies.

          (b)  Compliance  with  Other  Instruments.  The  Investor  is  not  in
     violation or default of any provision of its Articles of  Incorporation  or
     Bylaws,  or in any material  respect of any  instrument,  judgment,  order,
     writ,  decree or  contract  to which it is a party or by which it is bound,
     or, to the best of its knowledge,  of any provision of any federal or state
     statute, rule or regulation applicable to Investor. The execution, delivery
     and performance of this Agreement, and the consummation of the transactions
     contemplated  hereby,  will  not  result  in any  such  violation  or be in
     conflict with or constitute, with or without the passage of time and giving
     of notice, either a default under any such provision, instrument, judgment,
     order,  writ,  decree or contract or any event that results in the creation
     of any material lien, charge or encumbrance upon any assets of Investor.

          (c) Investor is acquiring the securities being purchased hereunder for
     its own account as  principal,  not as a nominee or agent,  for  investment
     purposes only, and not with a view to the resale or  distribution  thereof,
     and no other person has a direct or indirect interest in such securities or
     any component  thereof.  Investor does not have any contract,  undertaking,
     agreement,  or  arrangement  with any  person  to sell,  transfer  or grant
     participations  to such person or to any third person,  with respect to any
     of the securities for which Investor is subscribing.

          (d) Investor  acknowledges that the offering of the Series A Preferred
     Stock  to  Investor  (the   "Offering")  is  intended  to  be  exempt  from
     registration  under the Act by virtue of  Sections  3(b) and/or 4(2) of the
     Act and the provisions of Regulation D promulgated thereunder  ("Regulation
     D11).  In  furtherance  thereof,  Investor  represents  and warrants to the
     Company as follows:

          (i) Investor has the  financial  ability to bear the economic  risk of
     its  investment  in the Company,  has adequate  means of providing  for its
     current  needs and financial  contingencies,  and has no need for liquidity
     with respect to its investment in the Company; and

          (ii)  Investor has such  knowledge  and  experience  in financial  and
     business  matters as to be capable of evaluating the merits and risks of an
     investment in the Company.

          (e) Pursuant to Rule 502 of Regulation D, Investor  acknowledges  that
     it has received the following from the Company: (i) Report on Form 10-K for
     the fiscal year ended June 30, 1996,  (ii)  definitive  Proxy Statement for
     the Company  relating to the Annual Meeting of  Shareholders of the Company
     held on November 22,  1996,  (iii) Annual  Report to  Shareholders  for the
     fiscal year ended June 30, 1996,  (iv)  Quarterly  Reports on Form 10-Q for
     the quarters  ended  September 30, 1996,  December 31, 1996,  and March 31,
     1997, and (v) Amendment No. 4 to Registration  Statement on Form S-1, dated
     August  11,  1997  (copies  of all of  which  are  incorporated  herein  by
     reference).

          (f) Investor has been provided an  opportunity  for a reasonable  time
     prior to the date hereof to obtain  additional  information  concerning the
     Offering,  the Company and all other  information to the extent the Company
     possesses such information or can acquire it without unreasonable effort or
     expense,  and Investor has been given the  opportunity  to ask questions of
     the Company and its representatives  concerning the terms and conditions of
     the Offering and other matters pertaining to an investment in the Company.

          (g) Investor is not relying on any statements or representations  made
     by the Company or its  affiliates  with respect to economic  considerations
     involved in an investment in the Company.  No representations or warranties
     have been made to Investor except as set forth herein.

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          (h)  Investor  fully  understands  and  agrees  that i must  bear  the
     economic  risk  of its  investment  in the  Company  because,  among  other
     reasons,   the  securities   being  purchased   hereunder   (including  any
     dividends-in-kind  paid  thereon and any shares of Common  Stock into which
     such securities  shall be converted) have not been registered under the Act
     and therefore cannot be resold, pledged, transferred, assigned or otherwise
     disposed of unless they are subsequently registered under the Act or unless
     an exemption from such  registration  requirements  is available.  Investor
     understands  that  such  securities  will  contain  an  appropriate  legend
     restricting  transferability until such securities are registered under the
     Act or an exemption therefrom is available.

          4. As additional  consideration for this agreement,  the Company shall
     endeavor to do the following  during the 5 year term commencing on the date
     of the Closing:

          (a)  Grant to  Investor,  on  mutually  acceptable  terms,  television
     distribution rights to motion pictures owned or controlled,  or to be owned
     or controlled by the Company (provided however,  that Investor acknowledges
     that the Company is in the business of motion picture distribution and that
     the Company may and shall grant to third  parties  television  distribution
     rights  to  the  Company's  pictures  in  conjunction  with  the  Company's
     distribution  efforts,  which actions by the Company shall not be deemed to
     be in violation of the Company's obligations under this Agreement);

          (b) The  Company  shall  endeavor  to secure  television  distribution
     rights for Investor from third party sources; and

          a) The  Company  shall  endeavor  to  introduce  various  projects  to
     Investor that would be of possible interest to Investor.

          As and when  Investor  acquires  rights  resulting  from the Company's
     efforts  hereunder,  the parties shall mutually determine the value of such
     services  and such agreed  upon value  shall serve to redeem  shares of the
     Series A Preferred Stock (including any dividends paid-in-kind thereon, and
     any shares of Common  Stock into  which such  shares of Series A  Preferred
     Stock shall have been  converted)  that have been issued to Investor at the
     rate of one share for each dollar of agreed upon value.

          5. APPLICABLE LAW. This Agreement and all matters  collateral  thereto
     shall be governed by New York law  applicable  to  contracts  executed  and
     performed entirely within New York. Any controversy or claim arising out of
     or  relating  to  this  Agreement   including,   without  limitation,   the
     interpretation  or the breach  thereof,  shall be settled by arbitration in
     the City,  County and State of New York in accordance  with the  Commercial
     Arbitration Rules of the American  Arbitration  Association then obtaining,
     and judgment  upon the award  rendered by a panel of three (3)  Arbitrators
     may be entered in any court having  jurisdiction  thereof.  Notwithstanding
     the foregoing,  this agreement to arbitrate shall not bar either party from
     seeking temporary or provisional  remedies in any court having jurisdiction
     thereof.

          6.  MODIFICATION.  This Agreement cannot be modified except by written
     agreement signed by the party to be charged.

          7. SUCCESSORS AND ASSIGNS.  Except as otherwise  provided herein,  the
     terms and conditions of this Agreement shall inure to the benefit of and be
     binding  upon  the  respective   successors  and  assigns  of  the  parties
     (including  transferees  of any  securities).  Nothing  in this  Agreement,
     express or  implied,  is  intended  to confer upon any party other than the
     parties  hereto or their  respective  successors  and  assigns  any rights,
     remedies, obligations, or liabilities under or by reason of this Agreement,
     except as expressly provided in this Agreement.

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          8. SEVERABILITY.  If one or more provisions of this Agreement are held
     to be unenforceable  under applicable law, such provision shall be excluded
     from this  Agreement and the balance of the Agreement  shall be interpreted
     as if  such  provision  were  so  excluded  and  shall  be  enforceable  in
     accordance with its terms.

 9.NOTICES.

          (a)  All  notices  to be  sent to  Investor  shall  be sent by fax and
     registered  or  certified  mail  (with  delivery  deemed  to be the date of
     mailing) to:

 Kinnevik media Properties, Ltd. 
 805 Third Avenue 8th Floor 
 New York, New York 10022

 Attention: Joseph Kovacs, President
 Telefax Number: (212) 755-4628

 with a copy to:

 Pavia & Harcourt
 600 Madison Avenue
 New York, New York 10022

 Attention: Jordan E. Ringel, Esq.
 Telef ax Number: (212) 980-3185

          (b)  All  notices  to be  sent  to  Seller  shall  be  sent by fax and
     registered  or  certified  mail  (with  delivery  deemed  to be the date of
     mailing) to:

 Mr. Ira Smith
 421 West 54th Street
 4th Floor
 New York, New York 10019

 Attention: Messrs. Stephen Greenwald and
                    Ira Smith
 Telefax Number:(212) 489-5699

 with a copy to:

 Howard J. Kerker, P.C.
 600 Madison Avenue
 New York, New York 10022
 Telefax no. 212-758-1747

 10.AGREEMENT COMPLETE. 

          This Agreement  (together with the Exhibits  attached hereto) contains
     the  entire   understanding  of  the  parties  and,  without  limiting  the
     foregoing,  supersedes  and replaces  any and all  previous  understandings
     and/or agreements  between the parties hereto concerning the subject matter
     hereof.  No such prior  understanding  or  agreement  may be used by either
     party hereto to establish, deny, maintain, or challenge a claim for damages
     in any legal  proceeding  concerning a dispute  hereunder  except as may be
     permitted by the  applicable  "parole  evidence  rule" and/or  related law.
     Neither  of the  parties  hereto  has  made any  representation,  warranty,
     covenant, or undertaking of any nature whatsoever, expressed or implied, in
     connection  with  or  relating  to this  Agreement  other  than  as  herein
     expressly set forth.

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          IN WITNESS  WHEREOF,  the parties have  executed  this Stock  Purchase
     Agreement as of the date first written above.

 KINNEVIK MEDIA PROPERTIES, LTD.

 By:/s/ Joseph E. Kovacs
 -----------------------
 Joseph E. Kovacs
 President


 AGREED TO AND ACCEPTED:

 ODYSSEY PICTURES CORPORATION

 By:/s/ Ira N. Smith
 -------------------
 Ira N. Smith
 President



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                            STATEMENT OF DESIGNATIONS



          The    relative    designations,    powers,    preferences,    rights,
     qualifications, limitations and restrictions of the Corporation's Preferred
     Stock, Series A (the "Series A Stock") are as follows:

          1. Dividend  Rate.  The Series A Stock shall be entitled to a dividend
     at  the  rate  of  10%  per  annum,  payable  semi-annually  in  kind  on a
     non-compounded basis by the issuance of additional shares of Series A Stock
     at the annual rate of one additional  share of Series A Stock for every ten
     (10) shares of Series A Stock then outstanding.

          2.  Conversion.  During the  five-year  period  following  the date of
     issuance of the Series A Stock (the  "Five-Year  Period"),  the  registered
     holders thereof (the "Registered Holders") shall have the option to convert
     the Series A Stock (and any  dividends - in-kind paid  thereon) into shares
     of  Common  Stock  of  the  Corporation  on a  share  for  share  basis  (a
     "Conversion"), on the following terms and conditions:

          a) During the Five-Year  Period,  any  Registered  Holder may effect a
     Conversion  at any time  without  the consent of the  Corporation  provided
     that,  upon  completion  of the  Conversion,  the  shares of  Common  Stock
     received  upon the  Conversion,  together  with all other  shares of Common
     Stock of the  Corporation  then  "beneficially  owned"  by such  Registered
     Holder  (as the term  "beneficially  owned" is  defined  in the  Securities
     Exchange Act of 1934),  do not exceed 4.9% of the total amount of shares of
     Common  Stock  of the  Corporation  then  outstanding  at the  time  of the
     Conversion   (inclusive  of  all  shares  of  Common  Stock  deemed  to  be
     beneficially owned by such Registered Holder);

          b) In the event a  Registered  Holder  desires to effect a  Conversion
     during the  Five-Year  Period for a number of shares of Common  Stock which
     would result in an aggregate  beneficial  ownership in the  Corporation  in
     excess of 4.9% (as calculated in accordance with  subparagraph (a) above) ,
     then the  Registered  Holder shall be required to obtain the prior  written
     consent of the Corporation with respect to such  Conversion,  which consent
     may be granted or  withheld  by the  Corporation  in its sole and  absolute
     discretion,  unless the closing bid price of the Corporation's Common Stock
     shall  be  $.75  or more  for 20  consecutive  trading  days  prior  to the
     Registered  Holder's  election to effect a  Conversion,  in which event the
     consent of the Corporation shall not be required to effect such Conversion.

          c) In the  event  that  there  shall be any  change  in the  number of
     outstanding  shares of  Common  Stock of the  Corporation  by reason of the
     declaration of stock  dividends,  or through a  recapitalization  resulting
     from stock splits or  combinations,  the  conversion  rate set forth herein
     (i.e., share-for-share) shall be appropriately adjusted (but without regard
     to fractional  shares) by the Board of Directors to reflect such change and
     not be dilutive to the holder of Series A Stock.

          3.  Reservation of Common Stock. So long as any shares of the Series A
     Stock are outstanding, the Corporation shall reserve and keep available out
     of its duly authorized but unissued stock, for the purpose of effecting the
     conversion of the Series A Stock as  hereinabove  provided,  such number of
     its duly  authorized  shares of Common Stock and other  securities as shall
     from time to time be sufficient to effect the conversion of all outstanding
     shares of Series A Stock.

          4.  Redemption.  If,  at  any  time,  the  closing  bid  price  of the
     Corporation's  Common  Stock  shall be  $2.00  or more  for 20  consecutive
     trading  days,  then the  Corporation  shall have the right to call for the
     redemption  of all  outstanding  shares  of the  Series A Stock  (including
     dividends-in-kind  paid thereon),  in whole or in part, at a purchase price
     of $1.25 per share, upon written notice to the registered  holders thereof;
     provided,  however,  upon receipt of such notice,  the  registered  holders
     shall have the option, for a period of ten (10) business days, upon written
     notice to the  Corporation,  to elect to exercise their  conversion  rights
     pursuant to Paragraph 2 hereof.

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          5. Preference on  Liquidation.  Upon any  liquidation,  dissolution or
     winding  up of the  Corporation,  whether  voluntary  or  involuntary,  the
     registered  holders of shares of Series A Stock shall be  entitled,  before
     any  distribution  or payment is made upon any  Common  Stock,  or upon any
     other  series of  Preferred  Stock  hereafter  authorized,  to receive  all
     accrued  dividends  with  respect to the Series A Stock,  and to be paid an
     amount  equal  to  $1.00  per  share  of  Series  A  Stock.  If  upon  such
     liquidation,   dissolution  or  winding  up  of  the  Corporation,  whether
     voluntary or involuntary, the assets to be distributed among the registered
     holders of Series A Stock shall be  insufficient  to permit  payment to the
     holders of Series A Stock of the total amount  distributable  as aforesaid,
     then the  entire  assets  of the  Corporation  to be  distributed  shall be
     distributed  ratably  among the  registered  holders  of shares of Series A
     Stock.  Upon  any  such  liquidation,  dissolution  or  winding  up of  the
     Corporation, after the registered holders of shares of Series A Stock shall
     have been paid the amounts to which they shall be entitled,  the  remaining
     assets of the  Corporation  may be  distributed to the holders of shares of
     Common stock and any other authorized series of Preferred Stock.

          6. No Voting  Rights.  The  Series A Stock  shall not carry any voting
     rights in the Corporation.

          7. Piggyback  Registration  Rights. If, at any time after the issuance
     of the Series A Stock,  the  Corporation  proposes to  register  any of its
     securities under the Securities Act of 1933, as amended (the "Act"), except
     for  registrations  on Form S-8 or Form S-4 or such  other form as shall be
     prescribed  under the Act for the same purposes,  it will at each such time
     give written  notice to the  registered  holders of the Series A Stock and,
     upon the written  request of any registered  holder of Series A Stock,  the
     Corporation  will use its best efforts to effect the  registration  of said
     securities  (including  any shares of Common  Stock into which the Series A
     Stock may be converted) by including same in such registration statement on
     a "most favored  nations" basis with any other  securityholders  then being
     included  in said  registration  statement,  all to the extent  required to
     permit  the  sale or  other  disposition  thereof  in  accordance  with the
     intended  method of sale or other  disposition  given in each such request.
     The holders of Series A Stock included in any such registration  shall bear
     the cost of any underwriters,  discounts and commissions  relating to their
     securities included in the registration, but the Corporation shall bear all
     other fees, costs and expenses related to such  registration.  In the event
     the registration involves an underwritten public offering, and the managing
     underwriter shall advise the Corporation  that, in its opinion,  the number
     of securities  included in the  registration  exceeds the largest number of
     securities  which  can be sold  without  having an  adverse  effect on such
     offering,  including the price at which such  securities can be sold,  then
     the number of shares of Series A Stock to be included  in the  registration
     shall be reduced on a pro-rata  basis among the  registered  holders of any
     securities of the Corporation  then being included in such  registration in
     accordance with the determination of said managing underwriter.

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