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                                                                  EXHIBIT 10.19

                                MEMORANDUM
DATE:    APRIL 21, 1999
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                  The following sets forth the agreement between Fred Silverman
Productions, Inc. ("FSP") and Lightpoint Entertainment, Inc. ("Lightpoint") with
respect to television projects to be jointly developed and produced by FSP and
Lightpoint.

                  1. FSP and Lightpoint shall work together on a non-exclusive
basis to develop, produce and arrange for financing, exploitation and
distribution of various television programs (the "Programs"). The Programs will
be based on ideas, concepts, properties and/or materials submitted by one or
both of the parties hereto and accepted for development by both parties pursuant
to the terms hereof. Neither party shall be obligated to offer any particular
idea, property, production or project (collectively, a "Program Concept") to the
other. In the event one party offers a Program Concept to the other and the
party receiving the offer rejects said Program Concept, the offering party may
proceed to develop and produce the Program Concept freely without any obligation
whatsoever to the rejecting party.

                  2. FSP and Lightpoint shall contribute, respectively, the
non-exclusive services of Fred Silverman ("Silverman") and an individual
designated by Lightpoint and approved by Silverman ("the Approved Designee") to
render services as, when and where reasonably required to develop and produce
the Programs. FSP and Lightpoint each will be entitled to an equal executive
producer fee as set forth in the approved budget of each Program. Lightpoint
will be attached as the production services entity of each Program, where
appropriate, including but not limited to any and all animation and CGI special
effects services. Additionally, Silverman and the Approved Designee each will
receive an executive producer credit and FSP and Lightpoint each will receive a
production credit in connection with each Program (with Silverman and FSP in
first position). Lightpoint also may receive a separate special effects credit
(where applicable).

                  3. All creative, artistic and business decisions relating to
(a) the development, production, distribution and exploitation of Programs
(including, without limitation, relating to budgets, all talent, deficit
financing, and/or third party financing/distribution agreements) and (b) the
exploitation of all ancillary and subsidiary rights will be subject to the
mutual approval of FSP and Lightpoint.

                  4. The Programs, as well as all ancillary and subsidiary
rights therein (including, without limitation, music publishing, merchandising,
publications, sequels, remakes and television spin-off series rights) will be
owned in equal parts by FSP and Lightpoint.

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                  5. FSP and Lightpoint will share equally all profits
(including without limitation all royalties) from the exploitation of the
Programs and the ancillary and subsidiary rights thereto and any other back-end
compensation in connection therewith. The Programs' losses and expenses as well
as the responsibility for interim financing, if any, and loss financing will be
mutually determined by FSP and Lightpoint.

                  6. FSP and Lightpoint will share equally in any
turnaround/reversion rights with respect to the Programs, including with respect
to any spin-off, sequel, prequel or remake (the development and production of
which will be subject to FSP and Lightpoint's mutual approval).

                  7. This Agreement will be governed by and construed in
accordance with the laws of the State of California applicable to agreements
entered into and wholly performed therein. Nothing contained in this agreement
shall constitute a partnership between or joint venture by the parties hereto,
or constitute either party the agent of the other.

                  8. The balance of this agreement will be such terms within
customary industry parameters as are mutually agreed to after good faith
negotiations. Unless and until FSP and Lightpoint enter into a more formal
agreement, this deal memo will constitute a binding agreement between the
parties, will supersede any prior or contemporaneous agreements, and may not be
waived or amended, except by a written instrument signed by the party to be
charged.

ACKNOWLEDGED AND AGREED TO:

FRED SILVERMAN PRODUCTIONS, INC.

By:_________________________

Its:________________________

LIGHTPOINT ENTERTAINMENT, INC.

By:__________________________