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                             T E R M    S H E E T
                               "BUGHOUSE ROCK"
                             SHORT FORM AGREEMENT
                             December 15th, 2003
                             --------------------


Type            PRODUCTION/FINANCING/DISTRIBUTION AGREEMENT

Between  	WESTWOOD AUDIOVISUAL & MULTIMEDIA CONSULTANTS, INC. (WAMC)
                LOS ANGELES (USA)

                PRODUCTION & PARTNERS MULTIMEDIA, SAS (PPM) ANGOULEME (France)

                ECLECTIC ENTERTAINMENT, INC. (ECLECTIC) LOS ANGELES (USA)

                OMNI BROADCASTING NETWORK, INC. (OMNI) LOS ANGELES (USA)

Program               "BugHouse Rock", a Computer Animated Series
                      (possible combo CGI and MOTION CAPTURE) adapted
                      from an original idea by Chauncey Hines

Rights                PPM has entered into a purchase agreement ("Rights
                      Agreement') with Chauncey Hines (the Original Author) in
                      connection with the bible entitled "BugHouse Rock" and
                      the ancillary rights including the collection of books
                      based on each main character developed in the bible.
                      Pursuant to the Rights Agreement, PPM has the right to
                      develop and produce the Computer Animated Series (the
                      "Program"). All rights of every kind, including
                      copyright, will be transferred to PPM upon the exercise
                      of the purchase of the Rights.  PPM will grant to WAMC
                      the exclusive distribution rights in all territories and
                      in all media in perpetuity.

Production Budget     US$5,650,000 (budget to include all development costs
                      and bank loan charges) - Production Budget attached to
                      the present Agreement)

Schedule              Scripts         01/05/04 to 08/02/04
                      Main Pack       01/05/04 to 03/01/04
                      Episodic Packs  02/05/04 to 11/16/04
                      Storyboards     02/09/04 to 09/02/04


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                      Recording VA    03/12/04 to 09/18/04
                      CGI     03/05/04 to 12/22/04
                      Animation       07/05/04 to 03/06/05
                      Post-Production 09/17/04 to 05/28/05

Executives Producers  Dominique Bovio representing WAMC
                      Sidonie Herman representing P&PM
                      Donald Wilson representing ECLECTIC
                      Dennis Johnson representing OMNI

                      Remuneration to be included in the production budget.
                      To be equally paid during the production of the
                      Program.

Pre-Development       A budget of 92,000$ is included in the Production
                      Budget on which the Original Author and PPM, already
                      spent $40,000 as pre-development costs. The amount of
                      $52,000 will be spent to do the Motion Capture and
                      CGI tests and to develop the 2D artwork in CGI
                      (characters and interactive set), to present the
                      project in order to raise the financing.
                      It is understood that PPM contracted with Chauncey
                      Hines and agreed to reimburse him of his investment
                      (commitment) only from the production budget of the
                      Program when the financing of the Program will be set
                      up.

Pre-Production:       PPM agrees to support the choice of the studios and
                      employees to work on the Program based on the
                      Production Budget and the Production Schedule
                      attached to the present Agreement.

                      Parties have mutual approval over the scripts with
                      PPM prevailing in the event of a dispute.

                      If needed, ECLECTIC agrees to give proof of the
                      financing to PPM's attorney (letter of credit from
                      its bank(s) or other documents which can be
                      necessary).

Production            ECLECTIC and WAMC to agree on a final budget, final
                      schedule, and final cash flow based on the approved
                      bible and scripts, to agree an American casting and
                      devise a production plan all of which are subject to
                      the financing by the parties and their final
                      approvals and are conditions precedent to commencing
                      production during the first quarter of the Year 2004.

                      After approvals by ECLECTIC and WAMC, PPM will have
                      the obligation to make the Program utilizing its
                      personnel and facilities in accordance with the
                      Approved Scripts, Approved Budget and Approved
                      Schedule under the supervision of Dominique Bovio as
                      Executive Producer representing WAMC and Sidonie
                      Herman as Executive Producer representing P&PM,
                      Donald Wilson as Executive Producer representing
                      ELECTIC and Dennis Johnson as Executive Producer
                      representing OMNI and will deliver the finished
                      Program in accordance with the Approved Schedule to
                      the distributor(s).  ECLECTIC and PPM have mutual
                      approval rights over most production elements and


<PAGE>

                      agree to assign Sidonie Herman, Dennis Johnson and
                      Donald Wilson to oversee the production.


Program Financing     Under the current plan ECLECTIC is assisting PPM in
                      securing the production financing in the amount of
                      $5,650,000 from its traditional lending sources and
                      under the term approved by ECLECTIC and PPM in a
                      maximum of $2,895,000 including an executive producer
                      fee $150,000.  ECLECTIC to draw down from the Loan
                      based on the cash flow projection.

                      PPM to provide the rest of the financing in a minimum
                      of $2,755,000 from its traditional sources including
                      pre-sales and co-productions including a co-
                      production to be set up with the French Production
                      Companyto obtain access to the French and European
                      subsidies), being understood that the finances coming
                      through P&PM are linked to the Governmental laws of
                      each involved countries.


                      Alternate financing plans that would not expose
                      ECLECTIC to any additional risk will be accepted by
                      both parties.

                      If needed, PPM accepts that a completion bond (not
                      included in the attached Production Budget) will be
                      secured by ECLECTIC.

Recoupment:           It is agreed by PPM and WAMC that all the co-
                      producers, including ECLECTIC, shall be reimbursed of
                      their investments upon the exploitation of the
                      Program.

Distributors          Until the co-producers have fully recoup their
                      investments, ECLECTIC will be the distributor of the
                      Program in the USA. (television, video and ancillary
                      rights excluding the books) and WAMC will be the
                      distributor in perpetuity for the rest of the world.
                      (television, video and ancillary rights) excluding
                      the financiers co-producers territories (to be
                      determined).

                      In order to enhance the exposure of the Program,
                      ECLECTIC agrees to accept to negotiate the Program
                      Rights with other TV Network, Cable and or Satellite
                      in the USA, if demanded by WAMC.

Security Interest:    PPM and ECLECTIC to take first priority security
                      interest in the Program and all related elements
                      subordinate to lending institutions, completion
                      guarantor and any union and guild security interest.


Exploitation:         ECLECTIC and WAMC commonly responsible for
                      distribution and exploitation of the Program with
                      respect to exploitation plans. P&A commitment to be
                      at their sole discretion and won't be made until
                      after delivery.

<PAGE>


Distributor(s)' fee:  Distributor(s) to take a fee to be decided in
                      common by ECLECTIC and WAMC from the remaining Gross
                      Proceeds.

                      From the remaining Gross Proceeds:
                      (Gross Proceeds are the Total of the Proceeds minus
                      the Original Author fee, the Director fee and all
                      residual fees to be negotiated during the production
                      of the Program)

                      i.      Distributor(s) to fully recoup all its
                              Distribution Expenses first

                      ii.     ECLECTIC, PPM and the other co-producers
                              (including WAMC) to fully recoup all their
                              Recoupable Investments in accordance with the
                              Production Budget and the Long Form Agreement to
                              be signed by ECLECTIC, WAMC and PPM and in
                              accordance with the terms and conditions agreed
                              by the Original Author.


Subsequent            Both ECLECTIC and WAMC and PPM will jointly own the
                      Program and will share the copyright depending of
                      their final investments. If WAMC and / or PPM
                      wishe(s) to produce a Subsequent Production and
                      ECLECTIC does not, the parties agree to negotiate in
                      good faith a buyout price for the non-committing
                      party's ownership rights which shall not be more than
                      25 % of the total Production Budget of the Program.


Term Sheet Duration   The present Agreement shall end the 31st of
                      December, 2004.

Long Form Agreement   A Long Form Agreement to be created the latest
                      one month after the end of the Term Sheet Duration or
                      sooner if the parties have arrange the complete
                      financing of the Program. The Long Form Agreement to
                      be agreed and signed by the parties, pursuant to this
                      Short Term Agreement, which is executed the 15th of
                      December, 2003.


To confirm your agreement with the foregoing, please sign in the space
provided below.


PPM                                        ECLECTIC
(Production & Partners Multimedia, SAS)    (Eclectic Entertainment, Inc.)

By: Sidonie Herman                         By: Donald Wilson

/s/ Sidonie Herman                         /s/ Donald Wilson
-------------------------                  -----------------------
Its President Directeur General            Its: President


WAMC                                       OMNI
(Westwood Audiovisual &                    (Omni Broadcasting Network, Inc.)
Multimedia Consultants, Inc.)

By: Dominique Bovio                        By: Dennis Johnson

/s/ Domninque Bovio                        /s/ Dennis Johnson
-------------------------                  -----------------------
Its: President & CEO                       Its: President & General Manager


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