#### **EXHIBIT10.5**

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#### **SAGMOTION PICTURE CONTRACT – WEEKLY PERFORMER**

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AGREEMENT made as of April 16,2004, as revised April 22, 2004, between **OUTOF THE BLUE PRODUCTIONS, LLC** (“Producer”), 9300 Wilshire Boulevard, Suite 508, Beverly Hills,California 90212, Attention:  GrayFrederickson, and **ANGIE EVERHART**(“Artist”), c/o PTI Talent Agency, 14724 Ventura Boulevard, Penthouse Suite,Sherman Oaks, California 91403, Attention: Sheryl Abrams (Telephone 818-386-1310; Fax 818-386-1311; Emailsheryl@ptitalentagency.com) (the “Agreement”).

 

Re:                               ***“CLOUD 9”***(WorkingTitle)

 

This will confirm the agreement(“Agreement”) between Producer and Artist with respect to the acting andrelated services of Artist in and in connection with the Picture, as follows:

 

A.                                   ConditionsPrecedent:  Notwithstandinganything to the contrary contained in this Agreement, Producer’s obligationsunder this Agreement are subject to the fulfillment of all of the followingconditions (each, a “Condition Precedent” and collectively, “ConditionsPrecedent”):

 

I.                                         Producer’sreceipt of copies of this Agreement executed by Artist;

 

II.                                     Artist’sproviding Producer with all documents which may be required by any governmentagency or otherwise for Artist to render services hereunder for the full periodduring which such services may be required by Producer, including, withoutlimitation, if applicable, a completed (to Producer’s satisfaction) INS FormI-9 (Employment Eligibility Verification Form), original documents establishingArtist’s employment eligibility and any and all other visas, work permits andother documents establishing Artist’s right to enter and work in the applicablejurisdiction(s); and

 

III.                                 Artist’squalifying for all insurance which Producer deems necessary (*e.g.*, life, health, accident and/or castinsurance) at customary rates and subject only to customary exclusions anddeductible amounts (if any).

 

1.                                       EMPLOYMENT:  Producer hereby employs Artist and Artistagrees to perform services as a performer in the role currently known as“Julie” in the feature length theatrical motion picture currently entitled ***“CLOUD 9”*** (the“Picture”).  Picture principalphotography is currently scheduled to commence on or about April 19,2004.  The start date for Artist’sservices is currently contemplated to be approximately April 19, 2004 (itbeing understood and agreed that Artist’s services will continue for on orabout April 23, 2004 for an aggregate of thirteen [13] non-consecutivework days over a period of four [4] weeks, then be dropped until May 29, 2004[with Artist’s services required on May 29, 2004 and/or May 30, 2004]).  It is understood that Artist may be requiredto render preparatory services prior to the start date for Artist’s services.

 

2.                                       COMPENSATION

 

(a)                                  Uponcondition that Artist faithfully performs all of the terms and conditions ofthis Agreement in connection with the Picture, and subject to Producer’s usualand customary rights of suspension and/or termination in the event of Artist’smaterial breach, incapacity, or morals clause violation, or the occurrence ofan event of force majeure, Producer shall pay Artist the an amount equal to onehundred ten percent (110%) of the applicable minimum low budget scale for four(4) weeks pursuant to the 2001 Screen Actors Guild Basic Agreement (“SAG Agreement”)(*i.e.*, One Thousand Six HundredTwenty Dollars [$1,620] per week plus ten percent [10%] agency commission ofOne Hundred Sixty-Two Dollars [$162]), but in no event less than aggregatetotal of Thirty Thousand Dollars [$30,000]) (“Guaranteed Compensation”), whichamount shall include payment for Artist’s services for a maximum of thirteen(13) non-consecutive work or production days during a period of four (4)non-consecutive work or production weeks in the Los Angeles metropolitan areatentatively scheduled to commence approximately April 23, 2004, plus two(2) free non-consecutive looping and dubbing days (collectively, “GuaranteedPeriod”).  Fifty percent (50%) of theGuaranteed Compensation shall be paid upon execution of this Agreement, and theremaining fifty percent of the Guaranteed Compensation shall be payable on aweekly basis, as and when Artist renders services hereunder.  If Artist’s services are used in work daysin excess of the Guaranteed Period, Producer shall pay Artist additional compensationon a pro rata daily basis.  In additionto the Guaranteed Compensation, subject to the following conditions, Producershall pay Artist the following bonus on box office receipts on a cumulativebasis:

 

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[1]                                  If theUnited States and Canada box office receipts in the aggregate for the Pictureas reported in *Daily Variety*(ora comparable publication) equal or exceed Ten Million Dollars ($10,000,000),the distributor of the Picture shall pay Artist a bonus of Twenty-Five ThousandDollars ($25,000) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[2]                                  If theUnited States and Canada box office receipts in the aggregate for the Pictureas reported in *Daily Variety*(ora comparable publication) equal or exceed Fifteen Million Dollars($15,000,000), the distributor of the Picture shall pay Artist a bonus ofTwenty-Five Thousand Dollars ($25,000) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[3]                                  If theUnited States and Canada box office receipts in the aggregate for the Pictureas reported in *Daily Variety*(ora comparable publication) equal or exceed Twenty Million Dollars ($20,000,000),the distributor of the Picture shall pay Artist a bonus of Twenty-Five ThousandDollars ($25,000) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[4]                                  In noevent shall the aggregate amount of such bonus payments exceed Seventy-FiveThousand Dollars ($75,000).

 

(b)                                 Inaddition to the Guaranteed Compensation and any applicable box office bonuses,Artist shall be paid an amount equal to two and one-half percent (2.5%) of onehundred percent (100%) of “Producer’s Net Profits.”  “Producer’s Net Profits” shall be defined, accounted (includingcustomary audit rights) and paid on a basis no less favorable than any otherparticipation in “Producer’s Net Profits” payable to individuals rendering orcompanies furnishing services in connection with the Picture.

 

(c)                                  Behind-the-scenesfootage, “making of” footage, and clips from the Picture and (subject toclearance from the owners thereof) from other motion pictures for which Artisthas rendered services may be utilized in connection with such promotional filmsand trailers without additional compensation to Artist, provided that the usethereof shall be subject to Artist’s approval which shall not be unreasonablywithheld or delayed.  For each foreigntelevision use, supplemental market use, or other use (other than theatricalexhibition) of the Picture which contains the results and proceeds of Artist’sservices, Artist shall be paid the minimum additional compensation, if any,required by the SAG Agreement.

 

(d)                                 Artistwarrants and represents that Artist is eligible to be employed in the UnitedStates in compliance with the Immigration Reform & Control Act of1986.  As a condition precedent toArtist’s receipt of any payment hereunder, Artist will complete the requiredI-9 form and will present such form to Producer along with the requisitedocumentation, as specified in the form, that Artist may be lawfully employed.

 

3.                                       CREDIT:

 

(a)                                  Artistshall be accorded credit on a single card in the main titles of the Picture ifthere are credits in the main titles (otherwise in the equivalent position inthe end titles), with such credit to read “And Angie Everhart” or “AlsoStarring Angie Everhart,” as Producer may elect in Producer’s solediscretion.  It is understood that themain titles will appear at the beginning of the Picture, unless all creditsaccorded to any individual or entity appear at the end of the Picture.  Subject to the foregoing, Producer shalldetermine the size, placement, nature and all other characteristics of suchbilling in Producer’s sole discretion.

 

(b)                                 Subjectto customary exclusions, Artist shall be accorded billing of the same relativesize and in the same position as hereinabove set forth in all paidadvertisements (other than group advertisements [*i.e.*, where more than one (1) Picture is advertised] andspecial advertisements [such as congratulatory advertisements andadvertisements relating to prizes, awards, or personal appearances]) issuedunder the control of and paid for by Producer (but not in print advertisementsissued under the control of or paid for by the distributor) where the performerin the role of “Christina” receives credit in connection with the Picture.  The size of Artist’s credit in such paidprint advertisements shall be not less than the size of the credit accorded theperformer in the role of “Julie” in such advertisements and no less favorablein all respects to the credit accorded to the performer in the role of“Christina” with respect to the Picture in such advertisements.  If the performer in the role of “Christina”receives credit above or otherwise in conjunction with an artwork title, thenArtist

 

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shall similarly be accorded creditabove or otherwise in conjunction with the artwork title (in accordance withthe foregoing size and position requirements). Artist shall receive Artist’s credit in all “excluded ads” (other thanaward, nomination and congratulatory “excluded ads” which name only theperson(s) receiving the award, nomination or congratulations) in which theperformer in the role of “Christina” in connection with the Picture receivescredit, in the size and position parameters set forth above.  Artist shall in any event receive Artist’scredit whenever the billing block appears. Notwithstanding the foregoing, Producer shall not be obligated to accordArtist billing in any paid advertisement in which no other cast member in thePicture is accorded billing.

 

(c)                                  It isunderstood that the billing obligations set forth in this Paragraph 3 shall notbe applicable if the results and proceeds of Artist’s services are not utilizedin connection with the Picture.  Anyinadvertent failure to comply with the billing requirements hereof shall not bedeemed a breach of this Agreement.

 

4.                                       MANNEROF SERVICE:  Artist shalldevote Artist’s best talents, efforts and abilities in connection with Artist’sservices and shall render services in a competent, painstaking, artistic,timely and professional manner.  Artistshall render all services under Producer’s supervision, direction andcontrol.  Artist shall comply promptlyand faithfully with all of Producer’s instructions, directions, requests, rulesand regulations.  If and when Producerrequests, Artist shall report for wardrobe fittings, photo sessions,hairdressing, make-up, production conferences and the making of stills.  Without limiting the foregoing, and subjectto Artist’s professional availability if not during the Guaranteed Period,Artist shall be available for customary publicity activities related to thePicture, as arranged by Producer’s press and publicity representatives subjectto the approval of Artist (which approval shall not be unreasonably withheld ordelayed).

 

5.                                       DRESSINGFACILITY; WARDROBE:  While Artist isrendering services in connection with the Picture, Producer shall provideArtist with a dressing facility which will be one-third (1/3) of a“three-banger.”  Producer shall supply“character” or “period” costumes, wardrobe and wearing apparel reasonablynecessary for the portrayal of Artist’s part.

 

6.                                       OWNERSHIPRIGHTS AND RIGHTS TO EDIT: Artist grants to Producer perpetually and exclusively all rights of anykind and character whatsoever in and to services and performances under thisAgreement and in and to the results and proceeds of those services andperformances.  Producer shall have theperpetual and exclusive right to reproduce and license others to reproduce,exhibit and/or distribute by any methods or combination of methods, any part orall of Artist’s acts, poses, appearances and voice in the Picture.  Artist agrees that Artist shall have noright, title or interest in or to the Picture or any material contained in thePicture, including without limitation the title, format and dialogue,regardless of any contributions made by Artist.  Any material written or created by Artist for Producer shall beconsidered a work made for hire.  Artistwaives all moral rights of authors (*droitmoral*) which the laws of any jurisdiction may now or laterrecognize, and the Picture may be edited, cut, modified and lengthened fromtime to time as its licensees and/or assignees elect.  Furthermore, subject to Article 33 of Schedule C to theSAG Agreement, Producer may “dub” Artist’s voice and/or use a double instead ofArtist as and when Producer may elect to the extent permitted by the SAGAgreement.

 

7.                                       EXCERPTS;TRAILERS:  Producer mayrequire Artist to perform in trailers for the Picture and may utilize filmclips or sound track of Artist’s services in the Picture in trailers in perpetuityto promote the Picture, and Artist shall not be entitled to any additionalcompensation therefor.

 

8.                                       EXHIBITIONRIGHTS:  Producer shallhave the unlimited, perpetual right throughout the world to exhibit the Picturein whole or in part in theaters, on television, in supplemental markets (asdefined in the SAG Agreement), on the Internet, and by any and all othermethods now known or discovered in the future, subject to the terms andconditions of this Agreement and of the SAG Agreement.  Without limiting the foregoing, Producer maymake and use and authorize others to use the Picture for audition, file, andreference purposes, and for audience previews and other screenings.

 

9.                                       NAMEAND LIKENESS:  Artist grants toProducer the exclusive perpetual right to use and to license the use ofArtist’s name and likeness in connection with the Picture and in theadvertising, promotion, publicity or other exploitation thereof by any meansnow or hereafter known, provided, however, that in no event shall Artist’s nameand likeness be used as a direct endorsement by Artist of any product orservice without Artist’s prior written consent.

 

10.                                 ASSIGNMENTAND LOANOUT OF SERVICES: Producer may assign this Agreement in whole or in part to any person,firm, or corporation, provided, however, that no such assignment shall relieveProducer of any of its obligations hereunder. Artist may not assign this Agreement or any of Artist’s rights and/orobligations hereunder.  At any time andfrom time to time Producer may lend Artist’s services hereunder to any person,firm, or corporation.

 

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11.                                 PAY ORPLAY:  Producer shall notbe obligated to produce, exhibit, distribute, broadcast or exploit the Pictureor to utilize any rights granted by Artist to Producer or any materialsfurnished by Artist.  If Producer electsnot to utilize Artist’s services or to exhibit, distribute, or broadcast thePicture, Producer shall have the right to discharge its obligations completelyby paying Artist the minimum Guaranteed Compensation provided for in thisAgreement.

 

12.                                 MAIL:  Any mail addressed to Artist will beforwarded to Artist at the address stated on the first page of this Agreement.

 

13.                                 RELIEF;REMEDIES:  Artist agrees thatthe services to be furnished by Artist, and the rights and privileges grantedto Producer under this Agreement, are of a special, unique, unusual,extraordinary and intellectual character which gives them a peculiar value, theloss of which cannot reasonably or adequately be compensated for in damages atan action in law, and that Artist’s failure to perform Artist’s obligationsunder this Agreement will cause Producer irreparable injury and damage.  Artist, therefore, agrees that Producershall be entitled, as a matter of right, to injunctive relief against Artist toprevent Artist from furnishing the same or similar services and/or grantingsimilar and/or conflicting rights to others. If Artist breaches any of Artist’s representations, warranties oragreements under this Agreement, Producer may terminate and/or suspend thisAgreement.  If this Agreement issuspended pursuant to this Paragraph 13, it will remain in full force andeffect, except that Artist’s services will be postponed to a date selected byProducer and Artist will not be entitled to any compensation during any suchsuspension.  This Agreement may beterminated during any such suspension. Producer’s rights and remedies under this Agreement shall be cumulative,and the exercise by Producer of one or more of the rights or remedies shall notpreclude the exercise by Producer of any other right or remedy under thisAgreement, at law or in equity.

 

14.                                 ARTIST’SDISABILITY:  Producer shallhave the right to suspend and/or terminate this Agreement by giving Artistnotice of suspension and/or termination if Artist suffers any mental orphysical disability, any alteration in Artist’s facial or physical appearance,or any impairment of Artist’s voice which, in Producer’s opinion, interfereswith the proper performance of any or all of Artist’s obligations under thisAgreement, or Artist or Producer receives or is threatened with a restrainingorder or injunction with respect to an actual or alleged contract or commitmentof Artist.  If this Agreement is suspendedunder this Paragraph 14, Producer will have the rights with regard tosuspension stated under Paragraph 13 above.

 

15.                                 FORCEMAJEURE:  If the productionof the Picture is prevented, suspended, postponed or discontinued by reason ofa governmental regulation or order, strike, war, civil unrest, fire, earthquakeor similar act of God or by the failure or refusal of a cast member or of thedirector to perform, or by any other cause of a similar or dissimilar naturebeyond the control of Producer (“Force Majeure”), Producer shall have theexclusive right, subject to the SAG Agreement, to suspend or terminate Artist’semployment at any time during the continuation of such condition, and further,Producer shall have the exclusive right to extend the Guaranteed Period for aperiod of time equal to the continuation of such Force Majeure condition.

 

16.                                 MORALS:  If at any time Artist engages in conductwithout due regard to social conventions or circumstance which discreditsArtist in society or which brings Artist into public disrepute, scandal orridicule or which shocks, insults or offends the community or any segment of itor which reflects unfavorably upon Artist, Producer or any sponsors, Producermay terminate Artist’s services without any liability to Artist, suspendArtist’s services for a maximum of thirty (30) business days, and/or deletecredit and/or billing required to be given to Artist under this Agreement forArtist’s services.  If Artist’s servicesare suspended, this Agreement shall remain in force, except that Artist’sservices shall be postponed to a date selected by Producer and Artist shall notbe entitled to any compensation during any suspension.

 

17.                                 WARRANTIES:  Artist agrees, represents, and warrantsthat:  Artist has the right to enter intothis Agreement and to grant the rights granted to Producer; Artist neither hasnor will make any contractual or other commitments which would conflict orinterfere with the rights granted Producer; Artist is a member of and willremain a member of the Screen Actors Guild; and if Artist provides any ideas,creations, literary, musical or artistic material (collectively andindividually referred to as “artistic material”), the artistic material will beArtist’s own and original creation except for matters in the public domain andthe use of the artistic material will not infringe upon or violate any rightsof any kind or nature whatsoever of any person or entity.

 

18.                                 INDEMNITIES:  Artist agrees to defend, indemnify and holdharmless Producer, distributor of the Picture (the “distributor”), thedistributor’s parent and subsidiary companies, and the officers, directors,attorneys, agents and employees of each from and against any and all claims,damages, liabilities, costs and expenses, including, but not

 

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limited to, reasonable attorneys’ feesarising out of (a) any breach or alleged breach of any representation, warrantyor agreement made by Artist in this Agreement; (b) the use or dissemination ofany materials furnished by Artist, and/or (c) any acts done or words spoken byArtist in connection with the production, rehearsal, recording or broadcastingof the Picture, other than acts done or words spoken by Artist at Producer’sdirection.  Producer’s approval ofmaterial supplied by Artist shall not constitute a waiver of thisindemnity.  Producer will indemnify andhold Artist harmless from and against any and all claims, damages, liabilities,costs and expenses, including reasonable attorneys’ fees arising out of the useof any materials that Producer has supplied to Artist in the Picture.  The indemnitee shall give the indemnitorprompt written notice of any claim or lawsuit to which the indemnificationagreement in this Paragraph 18 relates. The indemnitee shall have the right to participate in the defense and/orsettlement of any lawsuit and/or claim for which indemnitee is beingindemnified.  If the indemnitee settlesany claim, demand or action for which indemnity is provided, without the priorwritten consent of the indemnitor, the indemnitor shall be released from anyand all liability under the indemnity. When Artist’s indemnity of Producer applies, Producer may elect toemploy Producer’s own attorney(s) instead of using the services of Artist’s attorney(s)but Artist’s indemnity shall still apply.

 

19.                                 PUBLICITY:  Artist shall not authorize the publishingof, or furnish material relating to the Picture, or Artist’s services inconnection with the Picture, without the prior written consent of Producer.

 

20.                                 UNIONCOMPLIANCE:  The SAG Agreementshall govern the terms and conditions of Artist’s services.  If there is any inconsistency between thisAgreement and the SAG Agreement, the SAG Agreement shall prevail and thisAgreement shall be deemed modified to the minimum extent necessary to resolvethe conflict and shall continue in full force and effect.  Producer shall be entitled to the maximumrights, privileges, and benefits conferred upon or permitted to Producer underthe SAG Agreement for the minimum payments required, except as otherwisespecifically provided in this Agreement.

 

21.                                 ARBITRATIONOF DISPUTES:  If any dispute orcontroversy arises between the parties hereto with reference to this Agreement,or the employment herein provided for, such dispute or controversy shall besettled and determined by conciliation and arbitration in accordance with theconciliation and arbitration provisions of the SAG Agreement, and suchprovisions are hereby referred to and by such reference incorporated herein andmade a part of this Agreement with the same effect as though the same were setforth herein in detail.

 

22.                                 PERSONALAPPEARANCES:  When Producer sorequests, and subject to Artist’s availability, Artist shall make personalappearances at such places and on such occasions as Producer or the distributorof the Picture may determine in connection with the Picture or any distributorsponsor of the Picture, including without limitation promotional activities,interviews, and television guest appearances. In connection with such appearances, if any, Producer shall provideArtist with transportation and a per diem to be negotiated in good faith.

 

23.                                 ENFORCEABILITYOF CONTRACT:  If a court orother tribunal having jurisdiction determines any provision of this Agreementto be void or unenforceable, the provision in question shall in no way affectany other provision of this Agreement, and this Agreement shall continue infull force and effect.  Neither theexpiration of this Agreement nor any termination or suspension of it shallrelieve Artist of Artist’s obligations with respect to any representation,warranty or indemnification agreement made under this Agreement.  No waiver by any party to this Agreement ofa breach of any obligation imposed by this Agreement or of a breach of anyrepresentation or warranty made under this Agreement shall be deemed to be awaiver of any preceding or succeeding breach of the same or of a differentobligation, representation or warranty. Failure on the part of any party to complain of any failure to act ofthe other party or to declare the other party in default, irrespective of howlong the failure continues, shall not constitute a waiver by the party of itsrights under this Agreement.

 

24.                                 INSURANCE:  Producer may secure life, health, accident,cast or other insurance covering Artist, or Artist and others, and Artist shallhave no right, title or interest in or to such insurance.  As soon as possible after Artist’s executionof this Agreement, Artist shall submit to usual and customary medicalexaminations for Producer’s insurance purposes (including, without limitation,self-insurance) and will sign such applications and/or other documentsreasonably required.  Artist may haveArtist’s own physician present at any such examination at Artist’s ownexpense.  Producer may terminate thisAgreement without any further obligation or liability of any kind to Artist(other than payment to Artist of any unpaid compensation under this Agreement whichhas, as of the date of such termination, accrued and been earned by Artist inaccordance with the terms and conditions of this Agreement) if: (i) any suchexamination establishes a substantial doubt as to Artist’s physical ability toperform and/or complete Artist’s services hereunder; or (ii) if cast insurancecovering Artist cannot be obtained for normal premiums and without exclusions(other than minor and customary exclusions), provided, however, that if Artistpays the amount of the excess premiums above the customary premiums for cast

 

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insurance, Producer will not terminateArtist for failure to qualify for customary cast insurance premiums.  From the date two (2) weeks before thescheduled start date of principal photography until completion of all servicesrequired of Artist hereunder, Artist will not ride in any aircraft, other thanas a passenger on a scheduled flight of a United States or major internationalair carrier maintaining regularly published schedules, or engage in any extrahazardousactivity without Producer’s written consent in each case.

 

25.                                 NOTICES:  All notices which Producer is required ormay desire to serve upon Artist in connection with this Agreement may be servedby delivering the notice to Artist personally in writing or orally or bysending the notice to Artist by mail, facsimile or telegraph addressed toArtist at the address specified above or at any other address which Artist hasdesignated in writing.  Artist may serveany notice which Artist may be required or may desire to serve upon Producer bysending the notice to Producer at the address above or at any other addresswhich Producer has designated in writing. The date of mailing of any notice (whether sent by registered mail, withor without return receipt requested, certified mail, air mail or ordinary mail)or the date the notice is deposited for transmission by facsimile or telegraph,as the case may be, shall be deemed the date of service of the notice.

 

26.                                 HEADINGS:  The headings of this Agreement are merelyfor convenience and shall have no legal effect or significance.

 

27.                                 GOVERNINGLAW; COMPLETE UNDERSTANDING: This Agreement shall be construed and enforced in accordance with thelaws of the State of California applicable to agreements made and to beperformed wholly within the State of California regardless of where performanceof this Agreement may occur.  ThisAgreement sets forth the complete understanding between Artist and Producerwith respect to the subject matter hereof, and all prior agreements, whetherwritten or oral, have been merged in this Agreement.  This Agreement may only be modified by a written instrument whichthe party to be charged has signed.  Artistacknowledges that neither Producer nor any of its agents, employees or representativeshas made any representations or promises which are not expressly contained inthis Agreement.

 

ACCEPTED AND AGREED:

 
|                | **OUT OF THE BLUE  PRODUCTIONS, LLC.** |
|---------------------|----------------------------------------|
|                |                                   |
|                |                                   |
| /S/ANGIE EVERHART   |                                   | By: | /S/GRAY FREDERICKSON |   |
| **ANGIE  EVERHART** |                                   | **Its:** |   |   |

 

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