#### **EXHIBIT 10.7**

 

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

 

AGREEMENT made as of April 14, 2004, asrevised May 6, 2004, between **OUT OF THE BLUEPRODUCTIONS, LLC** (“Producer”), a Screen Actors Guild signatory, 9300 Wilshire Boulevard,Suite 508, Beverly Hills, California 90212, Attention:  Gray Frederickson, and **GABRIELLE REECE** (“Artist”), c/o CreativeArtists Agency, 9830 Wilshire Boulevard, Beverly Hills, California 90210,Attention:  Christian Troy (Telephone310-288-4545; Fax 310-288-4800; Email ctroy@caa.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).

 

As of the date hereof the conditions inParagraphs A.II and A.III above are deemed satisfied.

 

1.                                       EMPLOYMENT:  Producer hereby employs Artist and Artistagrees to perform services as a performer in the role currently known as“Christina” 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’s services iscurrently contemplated to be April 21, 2004 (it being understood and agreedthat Artist’s services will continue for the period of April 21-22, 2004, thenbe dropped until May 10, 2004, resume on May 10, 2004 for the period of May10-13, 2004, then be dropped until May 29, 2004 and resume for the period ofMay 29 or 30, 2004).  It is understoodthat, subject to Artist’s professional availability, Artist may be required torender reasonable preparatory services prior to the start date for Artist’sservices.

 

2.                                       COMPENSATION

 

(a)                                  Uponcondition that Artist faithfully performs all of the material terms andconditions of this Agreement in connection with the Picture, and subject to Producer’susual and customary rights of suspension and/or termination in the event ofArtist’s uncured material breach or incapacity, or the occurrence of an eventof force majeure, Producer shall pay Artist on a pay-or-play basis (inaccordance with Paragraph 11 below) an amount equal to one hundred ten percent(110%) of the applicable minimum low budget scale for two (2) non-consecutivework or production weeks pursuant to the 2001 Screen Actors Guild BasicAgreement (“SAG Agreement”) (*i.e.*,One Thousand Six Hundred Twenty Dollars [$1,620] per week plus ten percent[10%] agency commission of One Hundred Sixty-Two Dollars [$162], or anaggregate total of Three Thousand Five Hundred Sixty-Four Dollars [$3,564])(“Guaranteed Compensation”), which amount shall include payment for Artist’sservices for two (2) non-consecutive work or production weeks in the LosAngeles metropolitan area scheduled to on April 19, 2004 and be completed onMay 30, 2004 (“Guaranteed Period”) pursuant to the schedule set forth in Paragraph1 above.  The Guaranteed Compensationshall be payable on a weekly basis, as and when Artist renders serviceshereunder.  If Artist’s services areused in work days in excess of the Guaranteed Period, Producer shall pay Artistadditional compensation on a pro rata daily basis.  In addition to the Guaranteed Compensation, subject to thefollowing conditions, Producer shall pay Artist the following bonus on boxoffice receipts on a cumulative basis:

 

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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 Eight Million Five Hundred ThousandDollars ($8,500,000), Producer 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 Ten Million Five Hundred ThousandDollars ($10,500,000), Producer shall pay Artist an additional 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 Twelve Million Dollars ($12,000,000),Producer shall pay Artist an additional bonus of Thirty-Seven Thousand FiveHundred Dollars ($37,500) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[4]                                  If theUnited States and Canada box office receipts in the aggregate for the Pictureas reported in *Daily Variety*(ora comparable publication) equal or exceed Thirteen Million Thousand Dollars($13,000,000), Producer shall pay Artist an additional bonus of Thirty-SevenThousand Five Hundred Dollars ($37,500) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[5]                                  If theUnited States and Canada box office receipts in the aggregate for the Pictureas reported in *Daily Variety*(ora comparable publication) equal or exceed Fourteen Million Thousand Dollars($14,000,000), Producer shall pay Artist an additional bonus of Fifty ThousandDollars ($50,000) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[6]                                  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), Producer shall pay Artist an additional bonus of Fifty ThousandDollars ($50,000) within ten (10) business days after *Daily Variety*(or a comparablepublication)**reports such boxoffice receipts.

 

[7]                                  In noevent shall the aggregate amount of such bonus payments exceed Two HundredTwenty-Five Thousand Dollars ($225,000).

 

(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 the “Net Profits.” “Net Profits” shall be defined, accounted (including customary auditrights) and paid on a basis to be negotiated in good faith within customaryindustry parameters for performer’s of Artist’s stature in the motion pictureindustry, but such definition shall be no less favorable than the definition of“Net Profits” accorded to any other participation in “Net Profits” payable toindividuals rendering or companies furnishing services in connection with thePicture.

 

(c)                                  Subjectto Paragraph 6 below, behind-the-scenes footage, “making of” footage, and clipsfrom the Picture and (subject to clearance from the owners thereof) from othermotion pictures for which Artist has rendered services may be utilized inconnection with such promo­tional films and trailers without additionalcompensation to Artist, provided that the use thereof shall be subject toArtist’s approval which shall not be unreasonably withheld or delayed.  For each foreign television use,supplemental market use, or other use (other than theatrical exhibition) of thePicture which contains the results and proceeds of Artist’s services, Artistshall be paid the minimum additional compensation, if any, required by the SAGAgreement.

 

(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.

 

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3.                                       CREDIT:

 

(a)                                  Artistshall be accorded credit in the form “With Gabrielle Reece,” on a single cardin the main titles of the Picture if there are credits in the main titles(otherwise in the equivalent position in the end titles), with such credit tobe immediately preceding the “And” credit accorded to the performer in the roleof “Julie.”  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.  The size, style, placement (as above orbelow the on-screen title only), and duration of such credit shall be no lessfavorable than the size, style, placement and duration of the credit accordedto the performer in the role of “Julie.” Subject to the foregoing, Producer shall determine the size, placement,nature and all other characteristics of such billing in Producer’s sole discretion.  It is understood that the billingobligations set forth in this Paragraph 3 shall not be applicable if theresults and proceeds of Artist’s services are not utilized in connection withthe Picture.  Any inadvertent failure tocomply with the billing requirements hereof shall not be deemed a breach ofthis Agreement.

 

(b)                                 Subjectto customary exclusions, Artist shall be accorded billing of the same relativesize and in the same position and form 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 naming onlythe lauded or recognized individual]) issued by or under the control ofProducer in connection with the Picture. The size of Artist’s credit in such paid print advertisements shall benot less than the size of the credit accorded the performer in the role of“Julie” in such advertisements and no less favorable in all respects(specifically including style and placement before or after the billing blocktitle) to the credit accorded to the performer in the role of “Julie” withrespect to the Picture in such advertisements. If the performer in the role of “Julie” receives credit above orotherwise in conjunction with an artwork title, then Artist shall similarly beaccorded credit above or otherwise in conjunction with the artwork title (inaccordance with the foregoing size, form and position requirements).  Artist shall receive Artist’s credit in theform and position specified in this Paragraph 3(b) in all “excluded ads” (otherthan award, nomination and congratulatory “excluded ads” which name only theperson(s) receiving the award, nomination or congratulations) in which theperformer in the role of “Julie” 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.

 

(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, and Artist’s sole remedy shall be fordamages in an action at law, and Artist shall not be entitled to equitablerelief, by way of injunction or otherwise**;**provided,however, that in the event of any failure or omission by Producer (or any thirdparty) to accord proper credit, Producer shall, if Artist notifies Producer inwriting of such failure or omission (specifying in such notice all informationin Artist’s possession relative thereto), (i) correct such failure or omissionif such failure or omission relates to a credit accorded by Producer, it beingunderstood that any such correction shall be made only on a prospective basis,and/or (ii) use good-faith efforts to notify any applicable third party oftheir such failure or omission. Producer shall use reasonable efforts to notify third parties of thecredit provisions 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, artistic, timely andprofessional manner.  Artist shallrender all services under Producer’s supervision, direction and control.  Artist shall comply promptly and faithfullywith all of Producer’s reasonable instructions, directions, requests, rules andregulations.  If and when Producerrequests and subject to Artist’s professional availability, Artist shall reportfor wardrobe fittings, photo sessions, hairdressing, make-up, productionconferences and the making of stills. Without limiting the foregoing, and subject to Artist’s approval (whichshall not be unreasonably withheld or delayed), Artist shall be available forreasonable and customary publicity activities during the Guaranteed Period, andsubject to Artist’s professional availability after the Guaranteed Periodsubject to the approval of Artist (which approval shall not be unreasonablywithheld or delayed).

 

5.                                       DRESSINGFACILITY; WARDROBE; NUDITY: While Artist is rendering services in connection with the Picture,Producer shall provide Artist with a dressing facility which will be one-third(1/3) of a “three-banger.”  No performerother than Burt Reynolds or D.L. Hughley will receive a more favorable dressingfacility or amenities, with the exception of those dressing facilitiesaccommodating special needs (*e.g.*,child care, the handicapped).  Producershall supply “character” or “period” costumes, wardrobe and wearing apparelreasonably necessary for the portrayal of Artist’s part.  Producer has agreed there will be no nudity,body double, or simulated sex scenes for this character.

 

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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.  Notwithstanding the foregoing, the use of the results andproceeds of Artist’s services in and in connection with the Picture are forthis one motion picture only, and the use of any clips for any purpose (otherthan advertising, promotion, and publicity) shall be subject to obtaining anyrequired consent from Artist which is required pursuant to the applicableprovisions of the SAG Agreement. Furthermore, subject to Article 33 of Schedule C to the SAG Agreement,Producer may “dub” Artist’s voice and/or use a double (subject to Paragraph 5above) instead of Artist as and when Producer may elect to the extent permittedby the SAG Agreement.  Notwithstandinganything contained herein, Artist shall have a right of approval with respectto any public exhibition by Producer of any so-called “blooper,” “out-take,” or“behind-the-scenes” footage in which Artist recognizably appears and which isfilmed in connection with the production of the Picture; provided, however,with respect to bloopers, out-takes, and “behind-the-scenes” footage, Artistwill not unreasonably withhold any such approval or use any such right ofapproval to renegotiate the terms, or frustrate the purposes, of thisAgreement.

 

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 inperpetuity to promote the Picture, and Artist shall not be entitled to anyadditional compensation therefor, provided that if Artist renders such serviceson any day other than the work period specified in Paragraph 1 above, Artistshall receive the applicable minimum compensation pursuant to the SAG Agreementfor such services.  Artist shall havethe right to approve the use of Artist’s voice is used on a Picture soundtrackand, in the event of any such use, Artist shall be entitled to receive theapplicable minimum royalty for such use pursuant to the SAG Agreement.

 

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.                                       NAME ANDLIKENESS:

 

(a)                                  Artistgrants to Producer the exclusive perpetual right to use and to license the useof Artist’s name and likeness (subject to the approval rights in Paragraphs9(b) and 9(c) below) in connection with the Picture and in the advertising,promotion, publicity or other exploitation thereof by any means now orhereafter known, provided, however, that in no event shall Artist’s name andlikeness be used as a direct endorsement by Artist of any product or service.

 

(b)                                 Artistshall be entitled to approve the still photographs and likenesses of Artistused in the advertising and publicity materials (or any other permitted uses ofphotographs and likenesses) issued by or under the control of Producer inaccordance with and subject to the following:

 

[1]                                  StillApproval.  Producer shallsubmit to Artist a reasonable number of still photographs (“Stills”) whichProducer intends to use in connection with the advertising and/or publicity forthe Picture.  Artist shall approve atleast fifty percent (50%) of the Stills within six (6) business days afterreceipt thereof, or such shorter period (but not less than four [4] businessdays) as Producer may require due to marketing exigencies.  Artist’s failure to notify Producer ofArtist’s disapproval of any Stills received by Artist within such six (6)business day (or shorter, if applicable) period shall be deemed to constituteArtist’s approval of the Stills submitted; provided, however, that if Artistapproves fewer than fifty percent (50%) of the Stills so submitted, Producermay only deem approved by Artist such number of Stills as equal the differencebetween fifty percent (50%) and the percentage of Stills from such submissionactually approved by Artist.  Producershall submit a reasonable number of Stills each time.  Approvals apply to all permitted uses of Stills.

 

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[2]                                  LikenessApproval.  Artist shall havethe right to approve one hundred percent (100%) of all non-photographiclikenesses (and an absolute right to approve all caricatures) of Artist for usein connection with Producer’s advertising and/or exploitation of thePicture.  If Artist disapproves anon-photographic likeness, then Artist will advise Producer of Artist’sspecific objections to the disapproved non-photographic likeness within five(5) business days after submission thereof (or such shorter time period asProducer may require due to marketing exigencies, but not less than three [3]business days). Artist’s failure to notify Producer of Artist’s disapproval ofany non­-photographic likenesses received by Artist within such five (5)business day (or shorter, if applicable) period shall be deemed to constituteArtist’s approval of the non-photographic likenesses submitted.  If Artist disapproves a non-photographiclikeness, Artist shall specify precisely which elements of Artist’s physicalappearance (for example, nose, hair and eyes, as opposed to position ordimension) as presented in the non-photographic likeness Artist disapproves.  Producer shall thereafter continue to submitto Artist corrected likenesses and Artist shall approve or disapprove same (butstrictly in accordance with the foregoing provisions of this Paragraph 9(b)[2])until Artist approves such likeness; provided, however, that if due toProducer’s marketing exigencies and deadlines Producer does not have time tocontinue such resubmission process, then provided Artist has had at least two(2) opportunities to specify which elements of the likeness Artist disapprovesand Producer has revised the likeness to correct such elements at least two (2)times, then upon such correction, such non-photographic likeness shall bedeemed approved.  Once Artist approvesor is deemed to have approved any non-photographic likenesses, it shall bedeemed approved for all purposes in connection with the exploitation of thePicture (except purposes expressly prohibited by this Agreement).  Approvals apply to all permitted uses oflikenesses.

 

(c)                                  Theuse of Artist’s name, voice and/or likeness in connection with merchandising,commercial tie-ins or soundtrack shall be subject to Artist’s prior writtenconsent in each instance, except that (a) there shall be no express or impliedendorsement, (b) any such use shall be in character only, (c) Producer agreesnot to use Artist’s likeness in connection with any games, (d) Artist’s name,voice, or likeness shall not be used in connection with any alcohol, tobacco,firearms, undergarments, or personal hygiene products, and (e) Producer agreesnot to use “look-a-likes” or “sound-a-likes” of Artist.  Subject to the previous sentence, ifArtist’s name, voice and/or likeness is used in connection with anymerchandising activities, Producer shall pay to Artist five percent (5%) of thenet receipts (after deducting a fifty percent [50%] distribution fee plusProducer’s expenses) which Producer derives from such use.  Notwithstanding the foregoing, if the nameand likeness of one or more persons, in addition to Artist, is used for anymerchandising commitment and such other individual receives a royalty for suchmerchandising commitment, Artist’s aforesaid percentage shall be reduced to twoand one-half percent (2-1/2%).  Noroyalty will be payable solely as a result of Artist’s name appearing in a listof cast credits on any merchandising.

 

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.

 

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 and providing the indemnity and insurance set forth herein Paragraphs17 and 24, respectively.

 

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 seek injunctive relief against Artistto prevent 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, provided that Artist will have the right, on a one (1)-time-onlybasis during the Term of this Agreement to cure one (1) event of breach ordefault which is curable, inadvertent and unintentional within one (1) businessday of the occurrence of such event of breach or default, it being understoodand agreed that if Artist cures such event of breach or default within saidtime period to Producer’s complete satisfaction, in Producer’s sole discretion,Producer will not have the right to terminate this Agreement, but Producer willbe entitled to

 

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exercise any of its otherrights and remedies hereunder and/or at law and in equity with respect to suchevent of breach or default.  If thisAgreement is suspended pursuant to this Paragraph 13, it will remain in fullforce and effect, except that Artist’s services will be postponed to a dateselected by Producer and Artist will not be entitled to any compensation duringany such suspension.  This Agreement maybe terminated 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 or physicaldisability, any material alteration in Artist’s facial or physical appearance,or any impairment of Artist’s voice which continues for a minimum of three (3)consecutive days or seven (7) days in the aggregate during the GuaranteedPeriod, materially interferes with the proper performance of any or all ofArtist’s obligations under this Agreement, or Artist or Producer receives or isthreatened with a restraining order or injunction with respect to an actual oralleged contract or commitment of Artist. If this Agreement is suspended under this Paragraph 14, Producer willhave the rights with regard to suspension 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.  On the condition Artist is not in materialbreach or material default of this Agreement, Producer agrees that Producerwill not suspend Artist’s services for a Force Majeure event unless Producerhas also suspended the services of all other similarly situated (as determinedby Producer in its sole, good-faith discretion) performers in the Picture forthe same Force Majeure event and, on the condition Producer terminates thesuspension of any such similarly situated performer, Producer will terminateArtist’s suspension hereunder.  Producerwill pay Artist any accrued compensation due Artist for Artist’s performerservices rendered prior to or, if applicable, during the suspension.  No such suspension shall affect eitherparty’s other rights hereunder.  Eachsuspension shall continue until ended by Producer by written notice toArtist.  It is hereby understood andagreed that Artist may furnish Artist’s services to a third party during anyperiod of suspension hereunder only on the condition such suspension is due toa Force Majeure event which affects production of the Picture only; provided,however, that any such third party services will be furnished in secondposition and subordinate to Artist’s obligation to commence rendering servicesin connection with the Picture promptly following Producer’s notice to Artistof the cessation of the applicable event. If a suspension based on a Force Majeure event continues for more thanfive (5) consecutive weeks (or such other period as provided in the SAGAgreement), Artist may, by written notice to Producer, terminate Artist’sservices hereunder; provided, however, that if within five (5) business daysafter Producer’s receipt of Artist’s notice, Producer terminates the suspensionby written notice to Artist and resumes payment, then Artist’s terminationshall be void, Artist’s services and the running of time hereunder shallresume, and Producer shall have no further right to suspend by reason of theForce Majeure event upon which such suspension was based.  On the condition Artist is not in materialbreach or material default of this Agreement, Producer agrees that Producerwill not terminate Artist’s services for a Force Majeure event unless Producerhas also terminated the services of all other similarly situated (as determinedby Producer in its sole, good-faith discretion) performers in the Picture forthe same Force Majeure event.  Producerwill pay Artist any accrued compensation due Artist for Artist’s performerservices rendered prior to such termination.

 

16.                                 WARRANTIES:  Artist agrees, represents, and warrantsthat:  Artist has the right to enterinto this Agreement and to grant the rights granted to Producer; Artist neitherhas nor 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 andassigned material, and the use of the artistic material will not, to the bestof Artist’s knowledge in the exercise of reasonable prudence, infringe upon orviolate any rights of any kind or nature whatsoever of any person or entity.

 

17.                                 INDEMNITIES:  Artist agrees to indemnify and hold harmlessProducer, distributor of the Picture (the “distributor”), the distributor’sparent and subsidiary companies, and the officers, directors, attorneys, agentsand employees of each from and against any and all claims, damages, liabilities,costs and expenses, including, but not limited to, reasonable outsideattorneys’ fees arising out of any uncured material breach of anyrepresentation, warranty or

 

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agreement made by Artist inthis Agreement.  Producer willindemnify, defend, and hold Artist harmless from and against any and allclaims, damages, liabilities, costs and expenses, including reasonableattorneys’ fees and costs arising out of the use of any materials that Producerhas supplied to Artist in the Picture, as well as the development, production,distribution, and other exploitation of the Picture.  The indemnitee shall give the indemnitor prompt written notice ofany claim or lawsuit to which the indemnification agreement in this Paragraph17 relates.  The indemnitee shall havethe right to participate in the defense and/or settlement of any lawsuit and/orclaim for which indemnitee is being indemnified.  If the indemnitee settles any claim, demand or action for whichindemnity is provided, without the prior written consent of the indemnitor, theindemnitor shall be released from any and all liability under the indemnity.

 

18.                                 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 ofProducer.  Notwithstanding the previoussentence, Artist may issue publicity which makes incidental, non-derogatorymention of Producer, Artist’s engagement hereunder, and/or Artist’s performancein connection with the Picture.

 

19.                                 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.

 

20.                                 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.

 

21.                                 DVD:  Upon Artist’s execution of Producer’scustomary “private use” letter and provided Artist is not in material breach ormaterial default hereof, Producer shall furnish to Artist one (1) DVD copy ofthe Picture if and when such is ever made commercially available to the generalpublic.

 

22.                                 PREMIERE:  Producer will provide Artist with two (2)invitations to a premiere, if any, of the Picture (excluding film festivals atwhich the Picture is exhibited unless the actress in the role of “Julie”receives an invitation to the applicable film festival) and, if any suchpremiere is at a location that is more than seventy-five (75) miles fromArtist’s residence, then Producer will provide Artist transportation,accommodations, and a per diem which will be no less favorable to Artist thanthe transportation, accommodations and per diem furnished to the otherperformers (other than Burt Reynolds and D.L. Hughley) receiving same.

 

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 Artistshall have 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 Agreementwhich has, as of the date of such termination, accrued and been earned byArtist in accordance with the terms and conditions of this Agreement) if: (i)any such examination establishes a substantial doubt as to Artist’s physicalability to perform and/or complete Artist’s services hereunder; or (ii) if castinsurance covering

 

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Artist cannot be obtained fornormal premiums and without exclusions (other than minor and customaryexclusions), provided, however, that if Artist pays the amount of the excesspremiums above the customary premiums for cast insurance, Producer will notterminate Artist for failure to qualify for customary cast insurancepremiums.  Producer hereby acknowledgesthat Producer has obtained cast insurance covering Artist during the productionof the Picture, at ordinary rates and with not more than normal deductions, andwithout exclusions or restrictions. From the date two (2) weeks before the scheduled start date of principalphotography until comple­tion of all services required of Artist hereunder,Artist will not ride in any aircraft, other than as a passenger on a scheduledflight of a United States or major international air carrier maintainingregularly published schedules, or engage in any extrahazardous activity withoutProducer’s written consent in each case. Artist shall be covered under Producer’s policies of errors andomissions and general liability insurance (if any) for the Picture, subject toall of the terms and limitations set forth in such policies; provided, however,that Producer shall have no obligation to obtain or maintain any such policy orpolicies.

 

25.                                 CONSULTATIONREGARDING APPEARANCE OF HAIR, MAKE-UP AND WARDROBE:  Producer shall consult with Artist regardingthe appearance of the hair style, make-up and wardrobe for Artist in connectionwith the Picture, and use good faith efforts to attempt to incorporate Artist’sinput with regard to such elements of Artist’s appearance within the timelimits of pre-production exigencies and the parameters of the Picture budget;provided, however, in the event of any disagreement with respect to the subjectmatter of such consultation, Producer’s determination shall be final andcontrolling and no casual, inadvertent or unintentional failure by Producer toconsult with Artist hereunder (by reason of shortage of time or otherwise) willbe deemed to be a breach of this Agreement by Producer.  Artist acknowledges that such consultationshave occurred and, notwithstanding the foregoing, Producer shall have allbusiness controls in connection with the development, production andexploitation of the Picture.

 

26.                                 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.

 

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

 

28.                                 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. Artist acknowledges that neither Producer nor any of its agents,employees or representatives has made any representations or promises which arenot expressly contained in this Agreement.

 

ACCEPTED AND AGREED:

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

 

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