SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1996
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number O-28690

                           HOLLYWOOD PRODUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

                               Delaware 13-3704059
                (State or other jurisdiction of (I.R.S. Employer
                Incorporation or organization)Identification No.)

               14 East 60th Street, Suite 402, New York, NY 10022
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (212) 688-9223
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
          Title of each className of each exchange on which registered
                           NONE                               NONE

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 per share
                                (Title of Class)

                         Common Stock Purchase Warrants
                                (Title of Class)

     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period that  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

         Check if no  disclosure  of  delinquent  filers in response Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ].

         The  Registrant's  revenues for its fiscal year ended December 31, 1996
were  $1,217,152.  The  aggregate  market value of the voting stock on April 15,
1996   (consisting  of  Common  Stock,  par  value  $.001  per  share)  held  by
non-affiliates was


<PAGE>






approximately  $3,366,360,  based upon the average  closing bid and asked prices
for such Common Stock on said date ($2.16),  as reported by a market  maker.  On
such date, there were 6,092,500 shares of Registrant's Common Stock outstanding.









<PAGE>







ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-K

     (a)The following  financial  statements of the Company are included as Part
II, Item 8:
<TABLE>
<CAPTION>

<S>                                                    <C>
Index to Financial Statements                          F-0

Report of Independent Certified Public Accountants     F-1

Balance Sheets                                         F-2

Statements of Operations                               F-3

Statements of Stockholders' Equity                     F-4

Statements of Cash Flows                               F-5

Notes to Financial Statements                          F-6
</TABLE>


     (b)During the last  quarter,  the Company has not filed any reports on Form
8-K.
<PAGE>
     (c) All exhibits,  except those market with an asterisk (*) have previously
been filed with the  Commission  in connection  with the Company's  Registration
Statement on Form SB-2 and pursuant to 17 C.F.R.  230.411,  are  incorporated by
reference herein. Exhibits marked with an * are filed with this Form 10-KSB.
<TABLE>
<CAPTION>

<S>       <C>                                  
1.1 -     Form of Underwriting Agreement.
3 3.1 -   Certificate of Incorporation of the Company
3.2 -     Amendment to Certificate of Incorporation of the Company, filed in June 7, 1996.
3.3 -     Certificate of Incorporation of D.L. Productions, Inc.
3.4 -     By-Laws of the Company
3.5 -     By-Laws of D.L. Productions, Inc.
3.6 -     Certificate of Incorporation of Breaking Waves, Inc.
3.7 -     By-Laws of Breaking Waves, Inc.
4.1 -     Specimen Common Stock Certificate.
4.2 -     Specimen Warrant Certificate.
4.3(a) -  Form of Warrant Agreement to purchase shares of Common Stock between the Company and Euro-Atlantic Securities, Inc.
4.3(b) -  Form of Warrant Agreement to purchase Warrants between the Company and Euro-Atlantic Securities, Inc.
4.4 -     Form of Warrant Agreement between the Company, the Underwriter and Continental Stock Transfer & Trust Company.
4.5 -     Form of Restricted Stock Agreement.
10.1 -    Form of Lock-up Agreement
10.2 -    The Company's Senior Management Incentive Plan.
10.3 -    Consulting Agreement between Hollywood Productions, Inc., and Charles Rosen.
10.4 -    Consulting Agreement between Breaking Waves, Inc., and Dan Stone.
10.5 -    Lease at 112 West 34th Street, New York, New York. 000.1
-         Lease at 8410 N.W. 53rd Terrace, Miami, Florida.
10.6(a)* -Amendment to lease at 8410 N.W. 53rd Terrace, Miami, Florida.
10.7 -    Stock Purchase Agreement between the Company, European Ventures Corp., Breaking Waves, Inc., and the stockholders of 
          Breaking Waves, Inc., dated May, 1996.
10.8 -    Consulting between the Company and Euro-Atlantic Securities, Inc.
10.9 -    Property Acquisition Agreement between the Company and Rogue Features, Inc., dated March, 1996.
10.10 -   Co-production agreement between the Company and Rogue Features, Inc., dated March, 1996 and all amendments thereto.
10.11 -   Right of First Refusal Agreement with principals of Rogue Features, Inc.
10.12 -   Form of Assignment of right to Huk-A-Poo line.
10.13 -   Shippers Agency Agreement between Hollywood Productions, Inc., and Third Party Enterprises, Inc.
10.14-    License Agreement between Breaking Waves, Inc. and Beach Patrol, Inc.
000.2 -   Mergers and Acquisition Agreement between the Company and Euro-Atlantic Securities, Inc.
000.3 * - Employment agreement with Michael Friedland.
000.4 * - Employment agreement with Malcolm Becker.
10.18 * - Termination of Employment Agreement with Robert Melillo.
10.19 * - Trident Releasing Inc. Agreement
</TABLE>
<PAGE>







                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
Undersigned hereunto duly authorized on the 15 day of April, 1997.



                                                     HOLLYWOOD PRODUCTIONS, INC.



                                                         By: \s\ Harold Rashbaum
                                                                Harold Rashbaum,
                                                         Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


<S>                                         <C>                                 <C>
\s\ Harold Rashbaum                         Chief Executive Officer,
Harold Rashbaum                             President and Director              04/15/97
                                            (Principal Executive Officer)       Date


\s\ Robert DiMilia                          Vice President, Secretary,          04/15/97
Robert DiMilia                              and Director                        Date



\s\ Alain A. Guillou, M.D.                  Director                            04/15/97
Alain A. Le Guillou, M.D.                                                       Date
</TABLE>






<PAGE>







                                  Exhibit 10.18

            Termination of Employment Agreement with Robert Melillo.


                                       8











<PAGE>






                                    AGREEMENT

     Agreement dated as of the 10th day of January,  1997, by and between Robert
T. Melillo, Jr., an individual residing at 24 Champions Circle,  Branchburg,  NJ
08876  ("RTM")  and  Hollywood  Productions,  Inc.  ("Hollywood"),   a  Delaware
corporation with offices located at 14East 60th Street,  4th floor, New York, NY
10022 and its  subsidiaries,  Breaking Waves,  Inc. and D.L.  Productions,  Inc.
(collectively the "Company").

                              W I T N E S S E T H :

         WHEREAS,  this  Agreement  provides  for the  termination  of RTM as an
officer  and  director  of the Company and his  engagement  as a  consultant  of
Hollywood; and

         WHEREAS,  RTM  desires  to resign as an  officer  and  director  of the
Company,  which  resignation  has been accepted by the Company,  as of the first
date written above; and

         WHEREAS,   this  Agreement   addresses  certain  issues  regarding  the
termination  of RTM as an  employee  of the  Company  and  his new  status  as a
consultant to Hollywood; and

         WHEREAS,  the terms and conditions of this Agreement have been mutually
agreed upon by the Company and RTM as set forth below.

         Based upon the foregoing, the parties agree as follows:

         1.       Resignation and Engagement as Consultant

                  As of the date  hereof  RTM hereby  resigns as an officer  and
director  of  the  Company,   which  resignation  is  accepted.   Simultaneously
therewith,  Hollywood  engages  RTM  as an  independent  consultant  to  provide
consulting  services to the Company in accordance with Paragraph 2 below,  which
RTM  hereby  accepts.  The  consulting  arrangement  referred  to herein is on a
non-exclusive  basis.  Either  Hollywood or RTM may  terminate  this  consulting
arrangement at any time upon five written days notice to the other.

         2.       Service

                  RTM shall  render  services to  Hollywood  as may be requested
from time to time by either the officers or board of directors of Hollywood.  It
is  specifically  understood  that RTM is not  required  to expand any  specific
number of hours in connection with such services.


                                       9








<PAGE>






     3.       Compensation Issues

                  a. Upon the signing of this  Agreement,  all debts owed by RTM
to the Company,  aggregating $_________ (approx. $30,000) shall be converted and
re-booked by the Company to be considered  severance  payment.  RTM acknowledges
that it shall be the sole responsibility of RTM to pay all taxes with respect to
such severance payment.

     b. For services rendered hereunder for consulting service,  Hollywood shall
pay to RTM a weekly  fee of  $600.00.  RTM  shall be  responsible  for all taxes
associated with his consulting fees.

         4.       Relationship

                  RTM shall be an independent  contractor and not an employee of
the Company. The Company shall not be responsible to reimburse RTM for any fees,
costs or expenses incurred in the performance of his consulting  services except
as set forth in  Paragraph  7. This  Agreement  shall not be construed to create
between  the  Company  and RTM  the  relationship  of  principal,  employer  and
employee,  joint venturers,  co-partners or any other similar relationship,  the
existence of which is hereby expressly denied by the Company and RTM. RTM is not
an agent for the Company,  except as described  herein and the Company is not an
agent for RTM for any  purpose  whatsoever;  and each such party has no right or
authority to assume or create any obligations,  express or implied, on behalf of
or in the name of the other party.

         5.       Non-disclosure; Disclosure of Potential Conflicts

                  a. RTM shall not, at any time during or after the  termination
of this Agreement except when acting on behalf of and with the  authorization of
the Company,  make use of or disclose to any person,  Company,  or other entity,
for any purpose whatsoever,  any trade secret or other confidential  information
concerning the Company's business,  finances,  proposed and current services and
pricing,  and any information  relating to the Company's business  (collectively
referred  to as  the  "Proprietary  Information").  For  the  purposes  of  this
Agreement,  trade secrets and  confidential  information  shall mean information
disclosed  to RTM or  known by him as a  consequence  of his  engagement  by the
Company as a  consultant,  whether or not  pursuant to this  Agreement,  and not
generally known in the industry,  concerning the Company's Intellectual Property
(as hereinafter defined),  business,  finances, methods,  operations,  marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Company or the Company's  business plans. RTM acknowledges that such Proprietary
Information,  as may exist from time to time,  is valuable and unique  assets of
the Company, and that disclosure of any such information would cause substantial
injury to the  Company.  The  foregoing  is intended to be  confirmatory  of the
common laws of the states of New York and Delaware relating to trade secrets and
confidential information. "Intellectual

10











<PAGE>






Property"  means (a) all  inventions  (whether  patentable or  unpatentable  and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all re-issuances,
continuations, continuations-in-part,  revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivatives, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable  works, all copyrights,  and all  applications,  registrations and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewal in connection  therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).

                  b. In the event that RTM  desires  to  consult  with or become
engaged by any indirect or direct competitor of the Company, then RTM shall give
the Company 10 days prior  written  notice of such pending  engagement  and upon
request of the Company  return any and all materials  supplied by the Company to
RTM together with any copies  prepared by RTM or distributed  by RTM,  except as
may be specifically exempted in writing by the Company.

         6.       Expenses

                  RTM shall be entitled to receive  reimbursement  for  business
expenses  incurred  by him  (in  accordance  with  the  Company's  policies  and
procedures  from time to time  adopted by the Board of Directors of the Company)
in performing services hereunder,  provided that RTM properly accounts therefore
in accordance  with such policy and  procedures  and provided that such expenses
have been specifically approved, in advance, in writing by the Company.

         7.       Shares issued under the Company's Management Plan

                  RTM and the Company  have  agreed  that  25,000  shares of the
50,000  shares  issued to RTM  pursuant  to his  employment  as an  officer  and
director of the  Company  shall be returned  to the  Company's  treasury  for no
compensation.  RTM shall retain ownership of the remaining 25,000 shares,  which
shares  shall no longer be subject to a vesting  schedule,  whereby  the Company
shall  authorize  the  Company's  counsel to release said shares to RTM from its
escrow.  Said shares shall remain  subject to the lock-up  agreement  previously
executed  by RTM and  shall not be  transferable  without  compliance  under the
Securities Act of 1933, as amended and appropriate state securities laws.


11








<PAGE>






         8.       No Waiver

     No delay or  omission on the part of the  Company in  exercising  any right
hereunder  shall  operate as a waiver of such right or of any other right of the
Company, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion.

         9.       Assignability

     This agreement is not  assignable by the Company  without the prior written
consent of the RTM. This  Agreement is not assignable by RTM without the express
written consent of the Company.  Notwithstanding  the foregoing,  this Agreement
shall bind any successor or assign of either party.

         10.      Entire Agreement

     This  Agreement  sets forth the entire  agreement  between the parties with
respect to the subject matter hereof,  superseding all prior  understandings and
agreements  whether written or oral. This Agreement may not be amended,  revised
or terminated except by a writing signed by both parties.

         11.      Default

     In the event that  either  party shall fail to conform to the terms of this
Agreement,  the other party shall  reimburse the damaged party for any expenses,
including  reasonable  attorney's  fees,  which may be incurred by such party in
attempting  to collect  any  obligation,  or to enforce  obligations  under this
Agreement.

         12.      Governing Law

     This Agreement and all rights and obligations hereunder,  including matters
of construction,  validity and performance, shall be governed by the laws of the
State of New York applicable to contracts made and performed entirely within the
State of NY without  regard to conflicts  of laws rules  applied in the State of
NY.

         13.      Notices

     All notices,  requests,  demands and other  communications  provided for by
this Agreement shall be in writing and shall be personally  delivered or sent by
certified or registered  mail postage and fees prepaid or by overnight  courier,
to the other party at the address  mentioned in the preamble of this  Agreement.
Any party may  designate a  different  address for the purpose of the service of
notice  hereunder by giving notice thereof in accordance  with the provisions of
this Paragraph 14.

         14.      Captions

     Captions  herein have been inserted solely for convenience of reference and
in no way define,  limit or describe the scope or substance of any  provision of
this Agreement.

         15.      Severability

     The  provisions of this  Agreement  are  severable,  and  invalidity of any
provision  shall not  affect  the  validity  of any other  provision  unless the
invalidity  impairs  materially the benefits of the contract to either party. In
the event that any court of  competent  jurisdiction  shall  determine  that any
provision of this Agreement or the application thereof is unenforceable in whole
or in part because of the duration and scope  thereof,  the parties hereto agree
that said court in making such determination  shall have the power to reduce the
duration  and  scope  of  such  provision  to the  extent  necessary  to make it
enforceable,  and that the  Agreement  in its  reduced  form  shall be valid and
enforceable to the full extent permitted by law.

         16.      Indemnification

     The Company shall  indemnify and hold harmless RTM from and against any and
all liabilities and claims,  including reasonable  attorney's fees, for all acts
taken by RTM as an officer of the Company,  which acts were duly  authorized  by
the Company.  RTM shall  indemnify and hold harmless the Company against any and
all liabilities and claims,  including reasonable  attorney's fees, for all acts
undertaken  by RTM which were not approved by the Company.  For purposes of this
Agreement,  any  checks  signed  by both RTM and  Harold  Rashbaum  on behalf of
Hollywood Productions shall be deemed to be authorized by the Company.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement and
affixed their hands and seals the day and year first above written.


The Company                                  RTM



------------------------                     ------------------------
Hollywood Productions, Inc.                  Robert T. Melillo, Jr.
Harold Rashbaum, President


12











<PAGE>






                                  Exhibit 10.19

                        Trident Releasing Inc. Agreement

                                       13








<PAGE>





                                AGENCY AGREEMENT



An AGREEMENT dated the 3rd day of February 1997.

PARTIES:

     1. TRIDENT  RELEASING INC. of 8401 Melrose Place,  2nd Floor,  Los Angeles,
California 90069 (hereinafter "Trident") AND

     2. HOLLYWOOD PRODUCTIONS,  INC. (hereinafter  "Producer').  of 14 East 60th
St., Suite 402, New York, NY 10022.


         TERMS:

     1. PICTURE:  ODIRTY LAUNDRYO  (hereinafter  "the Picture") a feature length
motion picture.

     2. TERM:  Three years from  Delivery  (as defined  below).  The Term may be
extended upon both parties written agreement to such.

     3. TERRITORY & MEDIA:  Producer  grants to Trident the exclusive  rights to
enter into and service license  agreements for the Picture  throughout the world
less only the  United  States,  Canada  and  their  respective  territories  and
possessions  (the "Foreign  Territory")  and to exploit the Picture in all media
now known or to be invented including theatrical,  non-theatrical,  video, laser
disc, CD, television,  pay-per-view,  pay television,  cable and satellite. Such
exploitation  is  described  herein as  exploitation  of Picture in the  Foreign
Territory.

     a) The  Territory  Price List,  Schedule 'A' forms part of this  Agreement.
Trident is empowered to enter into distribution  agreements with distributors in
its  discretion,  however,  Trident must obtain  approval from  Producer  before
licensing the Picture in any territory at a price below the Minimum Price listed
therein.

     b)  Trident  must get  prior  written  approval  from the  Producer  before
entering  into any outright sale (not  licensing) of rights to a distributor  in
perpetuity. If Producer approves such a sales contract the commission payable to
Trident shall be 12.5% of the sales price.

     c) All License  Agreements entered into by Trident for the Producer will be
subject  to all of the terms and  conditions  contained  in  Exhibit C  attached
hereto as well as being subject to all of the AFMA Standard Terms and Conditions
and limitations set forth in this Agreement  including  instructions for payment
to the Account.

     4.  COMMISSIONS:  To Trident a sum equal to 12.5% of all gross  receipts of
all sums  received  from  exploitation  of the Picture in the Foreign  Territory
including but not limited to any royalty receipts (the "Commission").

     5. COSTS:  Trident will advance  marketing Costs and recoup them as set out
below. These Costs include but are not limited to:

     a) Customary Sales Costs such as tape duplication,  telephone,  telex, fax,
photocopying,  registered  international mail, messenger,  courier,  notary, and
consularizations.

     b)  Marketing  Costs such as creation of the  campaign  (flyer,  poster and
trailer),  advertising and associated Costs, promotional materials,  press kits,
screenings and associated Costs, mass mailings,  any charges arising out of late
delivery or non delivery of materials by producer.

     c) Market  Participation  Costs at $4,000 per market in the first year with
the  exception of The Cannes Film Festival  which will be $5,000.  Costs for the
second  year are  $1,500  per  market  and for the third  year  $750 per  market
including in both cases the Cannes Film Festival.  The Picture will be presented
at all markets that Trident exhibits at.

     d) Estimates for Marketing Costs  including  Advertising and Promotion will
be presented to the Producer for  ProducerOs  prior  written  approval  prior to
expenditure  which will be deemed  granted if Producer  does not respond  within
five days.  Any  individual  Marketing  Cost under $2,500 will not be subject to
prior approval.


     e) Once  Costs  (excluding  Trailer,  Key Art and any  Delivery  Items  per
Schedule B) have accumulated to $50,000 ("the Cap") Trident shall be required to
receive written authorization from Producer to recoup any greater amount.

     f) In the event of early  termination  of this  Agreement,  Trident will be
reimbursed  by Producer  for all  outstanding  Costs  incurred by Trident  which
either (i) do not exceed the Cap or (ii) were  approved  in writing by  Producer
subject to paragraphs 5 d) and 5e above.

           Distribution of Gross Receipts ("Gross Receipts") shall be
defined as all monies actually  received by Trident from the exploitation of the
Picture in the Foreign  Territory)  including  the  repayment  of Costs shall be
prioritized as follows:

First:    From Gross Receipts Trident shall receive its Commission.
Second:   Producer shall receive 20% of the balance of Gross Receipts.
Third:    Trident shall receive an amount equal to un-reimbursed Costs, if any
Fourth:   The balance, if any, to be remitted to Producer.

                                (See Exhibit "D")

     6. DISTRIBUTION LICENSES: To be prepared and signed by Trident as agent for
Producer  and to provide  for payment of  deposits  and license  fees to a Trust
Account in the name of Trident and Producer.  If Trident and Producer are unable
to set up a Trust  Account,  then the account shall be no less than a joint bank
account in the name of Trident and Producer at  Mercantile  National  Bank,  Los
Angeles (the "Account"), exclusively for receipts from the licenses concluded on
the Picture.  The "Account" is to be a joint account  requiring no less than two
signatures  with one authorized  signature for and on behalf of Producer and one
authorized  signature for and on behalf of Trident.  Disbursement of funds shall
be done  on a  timely  basis  with  distribution  in  accordance  to  terms  and
conditions set forth in the Agency Agreement.

     a) At the end of any license or agreement period entered into by Trident on
behalf of Producer  all rights shall  automatically  revert back to Producer and
Trident  shall have no further  interest in the Picture  other than the right to
collect commission earned but not yet paid. Trident shall have the right subject
to paragraph  5(f) to collect any Costs not  reimbursed  during the Term from as
provided  for in  Paragraph  5, on all  licenses  concluded  during the Term but
received after the Term expires.

     b) Trident has the right to enter into  distribution  licenses for a period
no longer than fifteen years.

     7.  DELIVERY  OF  PICTURE:  Producer  warrants  that  it  holds  all of the
technically  acceptable  delivery  elements for the  manufacture  of first-class
materials on the Picture as per Schedule 'B' attached and said  elements will be
delivered to Trident (hereinafter ODeliveryO) on or before April 30th 1997.

     a) If a  delivery  element  as stated on  Schedule  'B' is  requested  by a
Distributor  and Producer does not have the element(s) or a delivery  element(s)
is deemed technically  unsatisfactory for Delivery under standard  international
industry requirements,  Producer will manufacture said element(s). Producer will
have five (5)  business  days to comply  with such a request in  writing  before
Trident  shall have the right to  manufacture  the  elements  itself.  Any Costs
incurred by Trident in the  manufacturing of delivery  elements will be deducted
from the gross receipts on the Picture after  commissions  including the cost of
an  initial  full  quality  control  check of the  Picture  by a  laboratory  of
TridentOs  choice  to  assure  that the  Picture  is of  standard,  deliverable,
international  broadcast  quality.  Any Costs  incurred by Trident in connection
with  Delivery  of the Picture  will be in  addition to those Costs  detailed in
Paragraph 5 of this  Agreement  and Costs  associated  with Delivery will not be
computed as part of the Cap.  Delivery will occur on or before April 30th, 1997.
Costs  incurred by Trident for the  manufacture  of elements  will be treated as
Costs.  These Costs for the  manufacture  of elements will not be subject to the
Cap.  Delivery is of the essence of this  Agreement.  Materials  manufactured by
Trident for the Producer  will be the Property of the Producer  once Trident has
been reimbursed in full for all such costs incurred.

     8.  PRODUCERS   WARRANTIES:   Producer  hereby  represents,   warrants  and
undertakes  that the Picture and  underlying  rights to the Picture are free and
clear  of all  encumbrances  and will  provide  Trident  with  Chain of Title to
Trident's reasonable satisfaction attesting to this. Producer further warrants:

     a) That it has right and title to enter into this Agreement and that it has
obtained all necessary  clearances  and will own or control all rights in and to
the Picture,  the literary and dramatic  material upon which it is based and all
music and performances contained in the Picture as are necessary to enable it to
grant the free and  unhindered  distribution  rights  in all media  contemplated
hereby and that Producer will  forthwith at Trident's  request  supply copies of
all documents evidencing such to Trident.

     b) Producer  hereby agrees that Trident shall have no liability  whatsoever
except for the obligations  hereunder to any of the artists of the Picture or on
the  soundtrack or to any third Party and Trident shall not be  responsible  for
any of the  obligations of Producer or any third party by virtue of the use made
hereunder of the Picture;  all residual  payments to any union society guild and
other persons being the sole responsibility of Producer.

     c) Without  limiting  the  generality  of (a) and (b) above,  Producer  has
obtained all necessary music  clearances so that the Picture may be exploited in
all media  throughout  the territory  without the need for payment of mechanical
royalties.

     d) Producer shall indemnify  Trident against any loss or damage  (including
reasonable  attorney's fees on a full indemnity basis) incurred by reason of any
breach or claim of breach of these foregoing  representations  and undertakings,
and Trident  shall  indemnify  Producer  against  any loss or damage  (including
reasonable  attorney's fees) incurred by reason of any breach or claim of breach
of Trident's representations and undertakings set forth in this agreement.

     e) Producer  hereby  represents,  warrants and  undertakes  that all of the
Delivery  elements  including  documentation as per Schedule OBO attached hereto
are in all respects ready to serve in the manufacture of Delivery  elements that
are of first class commercial quality for the purposes of Delivery.

     9. INSTRUMENTS OF FURTHER  ASSURANCE:  Producer & Trident shall execute and
deliver  to the  other  promptly  upon  the  request  of the  other,  any  other
instruments or documents  considered by either party to be reasonably  necessary
or  desirable to evidence,  effectuate  or confirm this  Agreement or any of its
terms and conditions.

     10.  PRODUCER'S  RESERVATION OF RIGHTS:  Producer  reserves for his own use
prequel and sequel rights;  literary  rights  including  books and  novelization
rights; rights to all characters; merchandising rights including but not limited
to toy, comic books;  music rights  including but not limited to records,  audio
cassettes, C.D.'s; and all other rights not specifically granted to Trident.

     11. ACCOUNTING: Trident shall prepare a detailed accounting of all payments
and licensing fees deposited in the Account together with a detailed  accounting
of all Costs incurred prior to  disbursement  quarterly,  forty-five  days after
close of applicable  accounting period subject always to technical acceptance of
all  elements  by the  distributor.  If a dispute  arises  between  Trident  and
Producer over the disbursement of funds held in the Account,  only such disputed
funds will remain in the Account until such time as there is a resolution to the
dispute.

     12.  TERMINATION:  Either party shall have the right of  termination in the
event the other party shall become  insolvent  or be  adjudicated  bankrupt,  or
petition  or  consent  to  any  relief  under  any  bankruptcy,  reorganization,
receivership,  liquidation,  compromise or arrangement  or moratorium  statutes,
whether now in force or hereafter enacted, or make an assignment for the benefit
of creditors, or petition for the appointment of a receiver, liquidator, trustee
or custodian  for all or a  substantial  part of its assets,  or if either party
defaults or breaches this Agreement and such breach or default  remains  uncured
fifteen (15) business days after written notice thereof;

     a)  Either  party  shall  have the  right  of  termination  in the  event a
receiver, liquidator, trustee or custodian is appointed for all or a substantial
part of the other party's assets; and

     b) In the event of  termination,  Trident  shall be entitled to continue to
receive the outstanding Commissions and expenses,  subject to Paragraph 5(f), in
connection with the remittances to Producer from agreements for the exploitation
of the Picture in the Foreign Territory entered into or substantially negotiated
by Trident prior to termination.

     c) Trident  will not have the right to  pledge,  morgage  or  encumber  its
rights  hereunder  including  but not limited to its rights to  Commissions  and
payments hereunder.

     d) Trident shall have the right of termination and will not be bound to the
Producer  for any  commitments  stated or inferred  herein in the event that any
delivery element on Schedule OBO attached hereto is not of first class broadcast
commercial quality therefore making the Picture undeliverable.

     13. PERFORMANCE GUARANTEE:  Notwithstanding any of the terms and conditions
contained herein,  Producer will have the right to terminate this Agreement with
Trident upon five (5) days prior written  notice,  if the following  performance
conditions are not met during the time specified  unless within twenty (20) days
after receipt of a notice of Termination,  Trident is able to meet the guarantee
requirements.

     Sufficient license agreements shall be executed within the first six months
from Delivery  providing for a gross advance or minimum  guarantee amount of not
less than  $500,000 in  executed  contracts.  An  "executed  contract"  shall be
defined as a license that has been executed by the licensee and licensor,  and a
deposit  of not less than 10% of such  guarantee  or advance  received  into the
Account.  Exceptions to the deposit  requirement  shall be such contracts as are
payable 100% by Letter of Credit,  or television  licenses which are customarily
payable after delivery.

     If such performance  level is not reached by Trident in the specified time,
then the  Producer  has the right,  but not the  obligation  to  terminate  this
Agreement. Such termination shall be subject to Paragraph 12b in this Agreement.

     14.  BREAK-UP FEE - If the Producer in its  discretion  wishes to terminate
this  Agreement  for  reasons  other  than  those  addressed  elsewhere  in this
Agreement , and/or for Trident's  default,  the Producer shall have the right to
do so upon 5 days written notice, subject only to the following:

     a. Repayment of any  outstanding  monies owed Trident for funds advanced by
Trident  for Costs  incurred  by the  Picture  under  the  terms and  conditions
contained in this Agreement.

     b. Payment of a fee by the Producer to Trident  equal to  thirty-three  and
one third  percent  (33 1/3%) of the  Commission  that would have been earned by
Trident  if  Trident's  services  had not been  terminated  based  on  Trident's
projected  "take"  license  fees  as  published  in  this  Agreement  for  those
territories not yet licensed.

     Whenever this Agreement  terminated,  the Account shall,  at the Producer's
option,  be  terminated  and  all  proceeds  therein   distributed  as  required
hereunder.  Thereafter, if the Account is so terminated, the Producer may direct
any  licensee to pay  Producer  directly or as  otherwise  directed by Producer,
subject  always to  Tridents  recoupment  of Costs and  Commissions  as provided
herein.

     15. DISPUTES:  In the event of any litigation or arbitration arising out of
this Agreement, the prevailing party shall be entitled to recover its reasonable
attorney's  fees and court Costs or  arbitration  from the other  party.  In the
event of any dispute  arising  hereunder  same shall be resolved by  arbitration
pursuant  to the  laws of the  State  of  California  under  the  AFMA  Rules of
Arbitration, all License Agreement shall so provide.

     16.  NOTICES:  Any notices  under the terms of this  Agreement  shall be in
writing and sent by first class airmail post, telex, fax or cable. Any notice to
Producer shall be given at the address  specified on the first page hereof.  Any
notice  to  Trident  under  the  terms of this  Agreement  shall be given at the
address specified on the first page hereof.  Notices so given shall be deemed to
have arrived at noon ten business  days after the date of mailing or in the case
of notices by telex, fax or cable respectively forty-eight hours after dispatch.

     a) Address  changes may be made at any time, by either party,  by notifying
the other party of such change in writing.

     17.  FACSIMILE  SIGNATURES:  In any proceeding,  either at law or in equity
between the parties hereto, it is hereby agreed that the parties shall not raise
as a defense the lack of authenticity of facsimile copies of originally executed
copies of this  Agreement or any  amendment  to this  Agreement or of any notice
given pursuant to this Agreement.

     18.  COUNTERPARTS:  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall  constitute one and the same  instrument and shall bind and inure
to the benefit of each of the parties hereto and their respective successors and
assigns.

     19.  GOVERNING LAW: This Agreement shall be deemed to have been made in the
State of California  and its  validity,  construction,  performance,  breach and
operation shall be governed by the laws of California  applicable to agreement s
to be performed in California.

     20.  RELATIONSHIP  OF  THE  PARTIES:  Nothing  herein  contained  shall  be
construed to create a joint venture or  partnership  between the parties  hereto
nor a third party beneficiary relationship as to any third party.

     21.  CAPTIONS:  The captions of the various  paragraphs and sections of the
Agreement  are intended to be used solely for  convenience  of reference and are
not  intended  and shall not be deemed for any purpose  whatsoever  to modify or
explain or to be used as an aid in the construction of any provisions.

     22.  AMENDMENTS IN WRITING:  This Agreement cannot be amended,  modified or
changed in any way whatsoever  except by a written  instrument duly signed by an
authorized officer of Trident and Producer.

     23. Trident represents and warrants:

     (1) It has the right and authority to enter this Agreement.

     (2) Trident agrees that Producer shall have no liability whatsoever for any
Costs or for any claims  raised by third  parties,  including but not limited to
Licensees with whom Trident has dealt,  Trident shall be solely  responsible for
such obligations,  except for those Producer obligations defined hereunder.  24.
Trident and  Producer  each  represent  and warrant that it has not dealt with a
Broker or Finder in connection with this transaction.


FOR & ON BEHALF OF                              FOR & ON BEHALF OF
TRIDENT RELEASING INC.                          HOLLYWOOD PRODUCTIONS, INC




-------------------------                       ---------------------------
(Agent)                                         (Producer)


By: JEAN OVRUM                                  By: ROBERT DI MILIA
Its:  CO-PRESIDENT                              Its: _________________________



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