Exhibit
10.13


 


July
20, 2000


 


 


	
  Mr. Corbin Bernsen

  	
   

  	
  Mr. Shaun Edwards

  
	
  Founder

  	
   

  	
  Co-Founder

  
	
  PublicFilmWorks.com

  	
   

  	
  PublicFilmWorks.com

  
	
  14759 Oxnard Blvd.

  	
   

  	
  14759 Oxnard Blvd.

  
	
  Van Nuys, CA 91408

  	
   

  	
  Van Nuys, CA 91408

  



 


Mr. Ted Chung


Co-Founder


PublicFilmWorks.com


14759 Oxnard Blvd.


Van Nuys, CA 91408


 


 


Re:          Deal
Memorandum for Creation of PublicFilmWorks.com Web Site


 


 


Dear Gentlemen:


 


INTRODUCTION


 


Rob and I would like to thank you again for
your hospitality on Monday.  We had a
great time and returned home with reinforced enthusiasm for the
PublicFilmWorks.com web site project. 
We were also encouraged to hear that you have found an acceptable source
of funding that will allow Corbin’s concept to come to life without sacrificing
the true vision of the project.


 


As you requested, we have set forth below a
short form deal memorandum intended to highlight the salient points of our
discussions over the past several weeks regarding the construction, management
and hosting of the Phase 1 web site.  Of
course, as the project progresses over the next several months, we can adjust
the scope and timing of the deliverables to reflect any necessary changes in
the development process.  Be assured,
however, that the estimated cost will not change unless there are substantial alterations
to the Phase 1 outline that you provided to us.  In this event, we will consult you before incurring additional
charges and will work with you to reach an appropriate solution that is
consistent with the applicable budget. 
We view our clients as our partners. 
As a result, we approach every project with a vested interest in the
success of the business  enterprise and not just with the goal of
building an attractive site.  Moreover,
we find success to be a collaborative effort requiring both your input and our
technical skills.  On this front, we
were pleased to learn that Ted will be overseeing the technology aspects of the
project for PFW.


 


DEAL MEMORANDUM


 


1.               Parties:  PublicFilmWorks.com (“PFW”) and MMT
Solutions (“MMT”).


 


2.               Project Description:   PFW wishes to engage MMT and MMT wishes to
accept such engagement to program and build an interactive web site that will
constitute “a virtual studio. An online film and television production facility
that turns out projects for traditional distribution.”  The audience will be invited to participate
in the movie making process by visiting the web site and voting on various
parts of the film from pre-production to post-production.  By visiting the site and participating, the
audience will be given the opportunity to experience the entire film making
process and at the same time will earn points, win prizes, and enjoy numerous
peripheral benefits including the ability to buy certain highlighted products
directly through the web site.  The site
will contain a studio store (where 


 

















 


                        film
memorabilia may be purchased and points redeemed), a commissary (where visitors
can chat about Hollywood, films or any other topic of interest), a studio
theater (where out takes and dailies can be viewed), an administration building
(which will contain a variety of information from the studio school to company
highlights to personalized pages), a search engine, and a production office
(where visitors can view dailies, see call sheets, view scripts, etc.).  Additionally, the site will contain a secure
administrative area as well as advertising aspects through strategic alliances
with vendors whose products will be highlighted in the films.


 


3.              Project Components:  At this time, the primary components
included in the construction of the web site and development of the business
enterprise are those set forth in the PublicFilmWorks.com Website Skill Sets, Phase 1
document which you have provided to us and which is attached hereto as an
exhibit.  The initial design,
construction and budget for the web site as set forth herein are based upon the
exhibit.  Additional components and
applicable budgetary adjustments may be made a part of the project as agreed
upon by the parties. The web site will be created on a development server and
hosted on a production server.


 


4.              Schedule for Deliverables:  MMT anticipates that it will take
approximately ninety (90) days from start to finish to program and build the
web site as presently conceived and set forth in the exhibit hereto.  A more specific timeline for deliverables
during that ninety day period will be developed once PFW authorizes MMT to
proceed with the work contemplated in this Deal Memorandum and as part of a
formal contract to that effect.  It is
customary for MMT to provide a detailed timeline for deliverables and to remain
in regular contact with our clients during and after the development of a
project.  Additionally, periodic
meetings will be planned throughout the ninety day period during which time MMT
will present to PFW the status of its progress on the work, PFW can inquire
regarding any matters relating to the project, proposed alterations can be
discussed and decided upon, and the parties can ensure that they remain in
agreement on all matters pertaining to the site.


 


5.              Cost of Project:  MMT estimates that its fees
to timely complete the work for Phase 1 as contemplated in the exhibit hereto,
including web hosting, will not exceed Three Hundred Forty Five Thousand Dollars
($345,000.00).   MMT reserves the right to adjust the
estimated cost of the project to reflect any substantial changes made by PFW to
the scope of the project.


 


6.              Payment Schedule:  Upon PFW entering into a written contract
with MMT for performance of the services contemplated herein and in the
attached exhibit, PFW shall remit payment to MMT for services rendered in three
installments according to the following schedule:


 


	
  Payment

  	
   

  	
  Amount

  	
   

  	
  Due Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $115,000.00

  	
   

  	
  Upon execution of contract between PFW and MMT.

  	
   

  
	
  2

  	
   

  	
  $115,000.00

  	
   

  	
  45 days after execution of  contract between PFW and MMT.

  	
   

  
	
  3

  	
   

  	
  Balance of project not to exceed $115,000.00

  	
   

  	
  Upon completion and delivery of the final product as
  contemplated herein and in the attached exhibit.

  	
   

  



 

















 


7.              Meeting Dates:  Presently, the schedule for regular meetings
between PFW and MMT has not been established. 
MMT anticipates that regular meetings will occur between PFW and MMT
throughout the development process to monitor the progress and structure of the
project.


 


8.              Office Space:  PFW will provide sufficient office space at
PFW’s offices
located in Los Angeles, California to accommodate four (4) of MMT’s web programmers and/or
developers during work on the project as contemplated herein and afterwards to
maintain and continue development of the web site, upon terms and conditions to
be mutually agreed upon by the parties hereto.


 


CONCLUSION


 


We believe the above accurately represents
the substance of our discussions to date. 
Of course, if you have any questions or comments, please do not hesitate
to call.  If the above terms and
conditions are acceptable as stated, kindly arrange for an authorized
representative of PublicFilmWorks.com to execute this Deal Memorandum in the
space provided confirming your agreement to move forward with the project.


 


Needless to say, we look forward to working
with each of you, and we are excited to be involved in helping build the
foundation of this truly unique and dynamic concept.


 


Best regards.


 


Very truly yours,


 


 


 


/s/ Michael S. Hetelson


 


Cc: Robert D. Carmignani, Esq.


 


 


PublicFilmworks.com


	
  By:

  	
  /s/ Corbin Bernsen

  
	
  Name:

  	
  Corbin Bernsen

  
	
  Title:

  	
  Chairman

  
	
  Date:

  	
  August 25, 2000