[EXHIBIT 10.1.24]

[LOGO]

CELEBRATION



January 25, 2005

Jane Carolan
Sales & Marketing Coordinator A V Pictures, Ltd Caparo House
l03 Baker Street 2nd Floor
London Wl U 6LN

Dear Jane,

Enclosed please find two executed copies of the Short Form Sales
Agency Agreement for your counter execution. As modification
thereof and as an inclusion thereto A V Pictures Ltd. and
Celebration International Pictures Ltd hereby agree that the
figures in Schedule 1 of the Agreement shall be adjusted upward
by mutual agreement should Celebration secure a Studio release of
"The Aryan Couple". This letter shall be attached to the
Agreement becoming a part of the whole thereof.

John Daly, Chairman

Agreed to and accepted on behalf of A V Pictures Ltd this___day
of January 2005,

___________________________
Victor Bateman

Its:_______________________











          Celebration International Pictures (BVI) Ltd
                          c/o F.A.M.E.
                 5670 Wilshire Blvd., Suite 1690
                      Los Angeles, CA 90036
                Ph: 323.904.5200 Fx: 323.904.5201


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SHORT-FORM SALES AGENCY AGREEMENT
---------------------------------

AGREEMENT dated as of 25th January 2005 between CELEBRATION
INTERNATIONAL PICTURES (BVIJ LIMITED, C/O Film And Music
Entertainment of 5670 Wilshire Boulevard, Suite 1690, Los
Angeles, CA 90036, ("Producer") and AV PICTURES LIMITED of Caparo
House, 2nd Floor, 103 Baker Street, London W1U 6LN ("AV Pics").

(1)  Producer owns or controls all rights in and to an original
     screenplay by John Daly and Kendrew Lascelles entitled The
     Aryan Couple ("the screenplay") and has completed a feature
     length film based on the screenplay (with a running time
     excluding end credits of not less than 93 minutes) ("the
     Film"),

(2)  The Film was produced and directed by John Daly and stars
     Martin Landau, Judy Parfitt, Kenny Doughty and Caroline
     Carver.

(3)  Upon signature of this agreement AV Pics will become the
     sole and exclusive sales representative for the Film, on the
     terms and conditions contained herein, for all Theatrical,
     Non-Theatrical, Video (including DVD and Video on Demand},
     Television and Internet right~ throughout the world
     excluding North America (defined as the U.S. and Canada}
     it's territories and possessions ("the Territory"}, Internet
     rights will be "frozen" until Internet exhibition can be
     limited to a particular territory, The term of this
     agreement is 15 (fifteen} years from delivery of the Film

     with a right of "first and last" on an extension of such
     period.

(4)  Producer will supply AV Pics with Chain of Title.

(5)  A budget for marketing costs and costs incurred by AV Pics
     in selling the Film (not to exceed US$25,000.00 will be
     discussed and agreed between the parties hereto and such
     costs shall include AV Pics' attendance at the major film
     markets of Cannes 2005 and A.F.M. 2005 plus any additional
     markets or film festivals as agreed between both parties
     hereto. Producer has full consultation rights on the
     marketing of the Film, in the exercise of which both parties
     undertake to use reasonable endeavours to reach agreement.
     Such marketing costs incurred by AV Pics and approved by the
     producer shall be remitted to AV Pics upon receipt by
     Producer of invoices covering such expenditure. The producer
     will supply AV Pics with all press kits, brochures, posters
     and any further promotional material that the producer
     manufactures.

(6)  The Producer shall deliver or grant access to AV Pics free
     of charge all of the items as detailed on the attached
     Schedule of Delivery requirements.





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(7)  All revenue arising from exploitation of the Film will be
     deposited in an Independent Escrow Collection Account and
     distributed from such account in accordance with the terms
     of a Collection Agreement to be entered into between the
     parties hereto and the Bank or independent Collection Agent
     appointed to manage the account, such Collection Agreement
     to be subject to trust and audit provisions acceptable to
     producer and AV Pics. It is hereby acknowledged that Freeway
     CAM is AV Pics' nominated Collection Agent.

(8)  Sales Estimates are attached hereto and are incorporated
     into this Agreement as Schedule 1. AV Pics cannot sell the
     Film at a price below the "Minimum" for any territory
     without the prior written consent of producer, such consent
     not to be unreasonably withheld, and such consent to be
     given to AV Pics within 5 (five) business days from receipt
     by producer of such request either by email, fax or
     telephone (the "Consent Period") it being understood and
     agreed that if the producer has not responded within such
     Consent Period then such approval shall be deemed as having
     been given (and during major film markets such Consent will
     be deemed as given if no response is received within 24
     hours from producer's receipt of the request from AV Pics,
     provided that such offer is not less than 75% of the
     "minimum" price).

(9)  AV Pics will be entitled to the following remuneration:

     15% sales commission on all revenue arising from
     distribution agreements arranged by AV Pics throughout the
     Territory and such sales commission continues to arise on
     all overages paid by distributors from such sale(s).

(10) AV Pics will have the right Of first negotiation with
     respect to selling any remake, sequel, prequel or Television
     spin-off of the Film.

(11) AV Pics undertakes to use all reasonable endeavours to
     achieve the best commercial terms for distribution of the
     Film and to market the Film accordingly. AV Pics also
     undertakes to enter into distribution agreements only on
     normal commercial terms typical within the film industry the
     form of which is to be approved in writing by producer, such
     approval not to be unreasonably withheld.

(12) This agreement may be terminated by either party in the
     event of the bankruptcy or insolvency of the other or in the
     event of a material breach of the terms hereof.

















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(13) It Is understood and agreed that this agreement will be
     replaced in due course by a "Iong-form" version but in the
     meantime is legally binding on the parties hereto and is
     governed by English Law.

Signed by VICTOR BATEMAN
for and on behalf of
AV PICTURES LIMITED            . . . . . . . . . . . . . . . . . . .



Signed by JOHN DALY
for and on behalf of
CELEBRATION INTERNATIONAL
PICTURES (BVI) LIMITED         . . . . . . . . . . . . (sig.). . . .




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SCHEDULE OF DELIVERY Requirements
---------------------------------

SECTION 1
---------

ORIGINAL FILM MATERIALS
-----------------------

     A letter signed by both the Producer and the Laboratory
     holding the Film (hereinafter called "the Laboratory") to
     the effect that the Laboratory is holding the materials with
     respect to the Film listed below in the name of the Producer
     (subject only to the terms of the Laboratory Pledgeholder
     Agreement):-

I.   FEATURE
     -------

     (i) The original 35mm negative of the Film, fully cut, main
         and end titled, assembled and conformed in all respects
         to the final form of the Film.

     (ii)The original 35mm interpositive of the Film fully cut,
         main and end titled, edited and assembled, conforming
         in all respects to the edited final form of the Film

     (iii)    The master stereo 2 track SV A (Left total, Right
         total) 35mm or DA88 final mixed that conforms to the
         edited final form of the film

     (iv)The wholly original 35mm English version sound track
         negative (optical negative) of the Film derived from
         the wholly master stereo SVA 35mm final mixed track as
         specified in (iii) above and conforming in all respects
         to the edited final form of the film.

     (v) The original music masters of the entire musical score
         in the form and format recorded (whether or not
         included in the final version of the Film)

     (vi)Access to Magneto Optical disc (MO disc) containing 6
         track SR-D and 2 track SR mix. This Shall be in perfect
         synchronization with the original picture negative.

     (vii)     Access to the original negative of backgrounds of
  all main and end titles, captions, subtitles and inserts.

         IF THE PICTURE INCLUDES SUBTITLES, CAPTIONS ETC. THE
         MANUFACTURE OF THESE ITEMS MUST BE DISCUSSED WITH A V
         PICTURES. IN THE EVENT THERE ARE MORE THAN OCCASIONAL
         SUBTITLES ETC., DELIVERY SHOULD INCLUDE ONE TEXTLESS
         AND ONE SUBTITLED INTERNEGA TIVE AND CORRESPONDING
         CHECK PRINTS.

         AV PICTURES MUST BE CONSULED IF THE ORIGINAL NEGATIVE
         IS EITHER SUPER 16MM OR SUPER 35MM.









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Technical Specifications for all recording formats are attached
hereto in appendix 2.

SECTION 2
---------

A V PICTURES FILM MATERIALS -

DESIGNATED BY A V PICTURES AT NO COST TO A V PICTURES:
-----------------------------------------------------

I.                     FILM, SOUND & VIDEO ELEMENTS
                       ----------------------------

1.     FEATURE
       -------


(i)    1 x first class 35mm composite positive answerprint of the
       Film, fully cut, titled and assembled and with the sound
       track thereof in perfect synchronization throughout with the
       photographic action thereof.

(ii)   2 x35mm/DA88 5.1 Six track original language fully mixed
       digital version of the sound track. Containing (if
       applicable) Left, Centre, Right, Left Surround, Sub Woofer.

(iii)  3 x 35mm Internegatives of the Film made from the
       interpositive held at the Laboratory, conforming in all
       respects to edited final form of the film

(iv)   3 x 35mm check print fully graded to conform in all respects
       with the Internegatives (item iii). If the picture is foreign
       language.

(v)    2 x 35mm or DA88 sound track negative (optical negative) of
       the Film derived from the wholly master stereo 8V A 35mm
       final mixed track held at the Laboratory

(vi)   2 x 35mm interpositive of the textless backgrounds to the
       main and end titles and inserts/subtitles/captions that
       appear throughout the Film. These should be in the order
       they appear throughout the Film. Each section should be
indented and should start on a clean cut point.

(vii)  2 x 35mm internegative of the textless background to
       the main and end titles and inserts/subtitles/ captions that
       appear throughout the Film. These should be in the order
       they appear throughout the film. Each section should be
       indented and should start and end on a clean cut point.

(viii) 3 x DA88 fully mixed Stereo 6 track music and effects
       of the film, conforming in all respects to the edited final
       form of the Film, in the following format (4+2)Left, Center,
       Right, Surround, Dialogue, any additional effects

(iix)  2x DA88 of combined M&E in sync. With the Film recorded
       in the following format: Left, Centre, Right, Left Surround,
       Right, Surround, Sub woofer.

(ix)   2 x DA88 triple track magnetic master of the dubbed sound
       track, such magnetic master to contain separately a mixed
       dialogue track, a mixed music track and a mixed effects
       track.

(x)    2 x DAT of all music in the picture this will include the
       score and songs including any third party recordings.

(xi)   One (I) High-Definition D-5 4:3 pan and scan full frame
       (with side mattes), one (I) High Definition D-5 16:9 full
       frame 1.77 videomaster. Each videomaster tape must be
       manufactured from the interpositive of the picture. The
       master tapes shall have English composite on channels I and
       2 and composite Music and effects on channels 3 and 4.
       Textless backgrounds for the main, end and any insert titles
       shall appear sixty seconds after the Film in each video
       master tape.






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    5. The following Digital Betacam down conversions shall be
       manufactured from the High Definition D- 5's specified in (vii)
       above:

       Digital Betacam Pal and NTSC 4:3 full frame Digital Betacam
       Pal and NTSC 1.85 letterbox Digital Betacam Pal and NTSC 16:9
full frame

2.     TRAILER
       -------

(i)    2 x first class 35mm composite positive print, fully cut,
       titled and assembled and with the sound track thereof in
       perfect synchronization throughout with the photographic
       action thereof.

(ii)   2 x 35mm Interpositive, fully edited and titled

(iii)  2 x 35mm Internegative , fully edited and titled,
       conforming to Interpositive specified in section (ii).

(iv)   2 x DA88 2 track SV A final mixed magnetic

       2 x DA88 stereo sound track negative derived from SV A
       magnetic in item (iv) above.

       2 x DA88 stereo fully mixed 6 track music and effects
       magnetics

(v)    2 x Digital betacam PAL and Digital betacam NTSC
       master with final mix on channels 1 and 2 and music and
       effects magnetic on channels 3 and 4

(vi)   Spotting list for the Trailer.

3.     ALTERNATIVE/ TV VERSION (if applicable)
       ---------------------------------------

(i)    1 x first class 35mm composite positive showprint of the
       Alternative Version.

(ii)   1 x 35mrn Interpositive of the Alternative Version

(iii)  1 x 35mm Internegative of the Alternative Version,

(iv)   1 x 35mm separate sound track negative of the
       Alternative Version.

(v)    1 x Digibeta PAL master of the Alternative Version, with
       final mix on channels I and 2 and music and effects on
       channels 3 and 4

(vi)   1 x Digibeta NTSC master of the Alternative Version, with
       final mix on channels 1 and 2 and Music and effects on
       channels 3 and 4

4.     STEMS
       -----

       The separate 35mm magnetic dialogue, sound effects and music
       stems used to manufacture each Stereo Print Master fully
       conformed to match the final version of the applicable
       Stereo Print Master.

5.     MUSIC CUES
       ----------

       A 1/4" tape at 15 ips of all the original music cues that are
       the final version of the Film. This recording shall not be a
       copy of the music stripe, but rather the music as it was
       originally recorded. The recording shall be provided with a
       60Hz reference and should be of the Nagra sync pulse
       configuration.




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6.   TITLE MATERIALS
     ---------------

     Any original elements including cells, hi definition effects
     masters, original artwork etc. used to produce the main and
     end insert titles.



7.   WORK PRINT
     ----------

     The "work print" of the Film consisting of the editing and/or
     cutting prints that were used in the final editing of the Film
     (conformed), together with the sound track working prints which
     shall also be conformed as closely as possible.

8.   FILM MATERIALS
     --------------

     All other positive and negative film materials and all other
     magnetic tape materials produced in connection with the
     Film, including but not limited to, all trims, outtakes,
     tests, sound elements, videotapes and scrap film, at
     whatever stage of completion, and whether or not included in
     the completed Film. When edited electronically, access to
     the 3/4", Beta SP, and optical disc tapes.

9.   EDITING MATERIALS
     -----------------

     All documents and paperwork pertaining to the editing and
     sound mixing of the Film, including but not limited to, the
     editor's lined cutting script, continuity by reel, coding
     book, laboratory and sound logs, dubbing sheets, and title
     and optical count sheets. Ail materials shall be reasonably
     packaged, catalogued and identified and inventoried to
     facilitate access to and use of the materials. Inventory
     must be provided directly to A V Pictures.

10.  ADVERTISING MATERIALS
     ---------------------

     As soon as available all film, tape and sound elements and
     other material produced or usable for the purpose of
     trailers, TV spots and similar promotional purposes, and to
     all existing trailers, TV spots and other promotional films
     relating to the Film. If Producer is required to deliver a
     completed trailer to A V Pictures, such materials as A V
     Pictures requires in connection therewith in accordance with
     A V Pictures usual practices.

11.  CONTINUITY
     ----------

(i)  A detailed dialogue and action continuity and master title
     list of the completed Film prepared in accordance with A V
     Picture's customary format and specifications, including
     translations of any foreign dialogue or vocal parts and
     choruses therein, conformed in all respects to the action
     and dialogue contained in the Check Print, and in such form
     as to be suitable for the purpose of submission to
     censorship boards and other customary uses by A V Pictures.
     In any event the continuity does not satisfy A V Pictures
     specification, A V Pictures may prepare a continuity at
     Producer's expense. One copy of final continuity/
     dialogue/spotting list on disc.

(ii) 1 x Final shooting script and 1 x lined post script

II   MUSIC ITEMS
     -----------

1.   Music Cue Sheet
     ---------------

     Two (2) copies of a music cue sheet showing the title of
     each composition, the names of composers, publishers and
     copyright owners, the usages (whether instrumental,
     instrumental-visual, vocal, vocal. visual or otherwise), the
     place of each composition showing the film footage and
     running time for each cue, the performing rights society
     involved and any other information customarily set forth in
     music cue sheets.






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2.   Musical Score
     -------------

     A copy of the conductor's score of the entire musical score
     of the Film, together with all original music, manuscripts,
     instrumental vocal parts and other music of every kind
     prepared in connection With the Film.

3.   Music Contracts
     ---------------

     A copy of the contracts covering the acquisition and
     performance of all music and lyrics utilized in connection
     with the Film, including all AF of M contracts for union
     musicians whose performances were utilized in the score or
     on camera, and SAG contracts for any singers hired through
     the guild whose performance is utilized in the score or on
     camera.

4.   Music Licenses
     --------------

     A copy of the master use and synchronization licenses and
     other necessary permissions in a form reasonably acceptable
     to AV Pictures with respect to all music contained in the
     Film. Such contracts, licenses and permissions must convey
     to AV Pictures the right to use the music, lyrics or
     recordings, as applicable, in the Film in any and all media
     now known or hereafter devised throughout the universe, in
     perpetuity, without payment of any further compensation for
     the grant of such rights and shall include the right to use
     the music, lyrics or recordings, as applicable, in
     advertisements, trailers and promotions of the Film.

III. PUBLICITY AND ADVERTISING MATERIALS
     -----------------------------------

     As soon as possible, Producer shall deliver the materials
     described below.

1.  Still Photographs
    -----------------

     Producer shall assign to the Film an experienced still
     photographer who shall provide comprehensive coverage of all
     aspects of the production, including different scenes,
     single and combination shots of principal actors and behind-
     the-scenes coverage, including stills of the director of the
     Film and of the director with the principal actors. The
     materials shall be 35mm in size, and photographs therefrom
     shall be suitable for publicity and advertising in
     lithograph and letter press processes and poster art.
     Producer shall deliver the following still photographs:

     a)   Black & White
          -------------

          The original negatives of all black and white still
          photographs taken in connection with the Film, which
          shall not be less than 150 negatives. During production
          of the Film Producer shall deliver to A V Pictures
          black and white contact sheets of all shot~ taken from
          the Film.

     (b)  Colour
          ------

          The original colour transparencies and all original
          colour negatives taken in connection with the Film,
          which shall not be less than 150 in the aggregate.

     (c)  Special Photography
          -------------------

          All special photography taken in connection with or
          related to the Film, and delivery of such amount as may
          be reasonably requested by A V Pictures. In connection
          with any special photography, Producer shall engage the
          photographer's services as a "work made for hire".
          Accordingly, Producer shall be the author and exclusive
          owner of all materials, and all of the right, title and
          interest therein. All such rights shall be, and hereby
          are, assigned to A V Pictures upon delivery of the
          materials. The rights secured from the photographer
          shall include the right to use the materials for
          publicity, advertising, promotion, merchandising and
          other exploitation in connection with the Film.







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2.   Photo Identifications, Releases and Clearances
     ----------------------------------------------

(a)  Identifications
     ---------------

     Each photograph shall contain notations or a separate
     written statement identifying the persons and subject matter
     depicted therein.

(b)  Releases
     --------

     Producer shall deliver any and all releases of persons
     appearing in the photographs needed for A V Pictures
     intended use thereof. Delay in obtaining such releases shall
     not delay delivery of the photographs.

(c)  Clearances
     ----------

     Producer shall deliver a statement indicating the parties
     who have the right to approve still photographs taken in
     connection with the Film, including excerpts of the
     contractual requirements.

3.   Publicity Materials
     -------------------

     Producer shall assign a unit publicist to the Film. Delivery
     shall include:-

(a)  Written Press Kits
     ------------------

     Written press kits, including production information,
     interviews with actors and other person: connected with the
     Film, feature stories and news releases. Four (4) copies of
     each of long form synopsis (3 pages) and a two (2) paragraph
     synopsis of the story of the picture. Both synopsis should
     be in the English language.

(b)  Electronic Press Kits
     ---------------------

     Electronic press kits, including interviews with the actors
     and other persons connected with the Film, featurettes (if
     available) and B-Roil behind-the-scenes footage of actors
     and filmmakers working.

(c)  Other Materials
     ---------------

     All other publicity materials prepared in connection with
     the Film, including publicity activity reports, tearsheets
     and television excerpts of interviews related to the Film.

(d)  Artwork
     -------

     Original artwork to be used for a one sheet poster for the
     Film.

IV.  CREDIT ITEMS
     ------------

     Producer shall deliver the following items as soon as
     available. All credit requirements shall be consistent with
     industry custom and practice.

1.   Titles
     ------

     A list of the main and end title credits of the Film as the
     list of credits appear exactly on the screen Credit Block
     {bromide and CD) and Contractual logos {on CD).







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2.   Paid Advertising Statement
     --------------------------

     A statement of the paid advertising requirements for the
     Film, including a top sheet which indicates the exact
     placement, wording and size of each paid advertising credit.
     The statement shall also set forth obligations to accord
     credit in paperbooks, on sound recordings and in
     videocassette packages The statement shall contain
     photographic excerpts taken from the actual contracts of:
     a) credit obligations, and (b) name and/or likeness
     restrictions in connection with the advertising and/or
     publicity of the Film, merchandising and promotional tie-
     ins.

3.   Cast and Crew List
     ------------------

(i)  A list indicating: (a) the name of the character portrayed
     by each player, and (b) the names of all technical personnel
     (including their title or assignment) involved in the
     production of the Film. Including relevant addresses &
     telephone numbers of agents/representatives.

V.   E & O INSURANCE
     ---------------

     A copy of a "Motion Picture producer and Distributor
     Errors and Omissions" insurance policy as specified in
     Clause -- of the Agreement.

VI.  DOCUMENTS
     ---------

1.   Chain-of-Title Documents, including without limitation:
     Copyright and Title report
     --------------------------------------------------------

     All relevant copyright and other rights agreements for screenplay
     and picture.1re Documents required for US Copyright registration
     short form assignment etc.)

2.   French CNC - documents required for French CNC (short form
     ----------
     chain-of title), certificate of authorship)

3.   Certificate of Nationality: Ten copies of the Certificate of
     --------------------------
     Nationality of the film.

4.   Sound Laboratory Agreement: i.e. Dolby Licence
     --------------------------

5.   Literary Materials
     ------------------

     Two copies of all material upon which the Film was based,
     including but not limited to, the story, literary materials,
     drafts of all screenplays and treatments and final shooting
     script.

7.   Contracts
     ---------

     One copy of all employment agreements for writers,
     producers, directors, principal cast and all senior crew
     such as director of photography, film editor and production
     designer, and upon request, a copy of all agreements,
     licences, waivers, permissions or other documents relating
     to the production of the Film, including but not limited to,
     clip licences, script clearances and permissions, including
     photographic or portrayal releases, rental contracts,
     location agreements and other contracts for production
     personnel. In addition, in the event a "Making Of' or
     "Featurette" type film is included in the rights granted to
     AV Pictures, Producer shall provide AV Pictures with
     copies of the necessary releases obtained in connection with
     the use of actors' names and likenesses in such "Making Of'
     or "Featurette" type film.

8.   Dubbing/Editing Restrictions
     ----------------------------

     As soon as possible, Producer shall deliver the following
     information.










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(a)  Voice
     -----

     A statement of any restrictions as to the dubbing of the
     voice of any player.

(b)  Supervision
     -----------

     A statement of the contractual rights granted to any party
     to supervise or otherwise participate in the foreign dubbing
     and translations of the Film, the video formatting, or other
     post- production or editing processes.

9.   Certificate of Origin Data Sheet
     --------------------------------

     The information requested in Appendix "I" attached hereto
     for the purpose of obtaining a Certificate of Origin for the
     Film.


10.  The following documents to be supplied if applicable to the
     Film: (i) Tax Notice re: foreign participants
     (ii) Export Licence covering all physical materials
     pertaining to the Film issued by local authorities.
     (iii) Residual information
     (iv) IA TSE Pension plan payment percentage proration.

VII. FINAL PRODUCTION COST STATEMENT
     -------------------------------

     Producer shall deliver to AV Pictures a full and complete
     detailed final production cost statement certified by an
     independent third party confirming the total aggregate
     production costs incurred in connection with the Film.

SECTION 4
---------

MODE OF DELIVERY
----------------

1.   All items referred to in Section 2 paragraphs I to 7 above
shall be delivered to a Laboratory designated by AV Pictures.

2.   All other Delivery Materials shall be delivered to AV
Pictures, c/o Schedule II Limited, 36 Bridle Lane, London WIF
9BY.

   DELIVERY SHALL ONLY BE CONSIDERED COMPLETED UPON DELIVERY TO
   AND ACCEPTANCE BY AV PICTURES OF ALL THE FOREGOING ITEMS. A
   WAIVER REGARDING ANY OF THE FOREGOING ITEMS SHALL ONLY BE
   VALID IF IN WRITING AND SIGNED BY AN OFFICE OF AV PICTURES.
   ACCEPTANCE BY AV PICTURES OF LESS THAN ALL THE FOREGOING
   ITEMS AND/OR RELEASE OF THE FILM PRIOR TO DELIVERY OF ALL THE
   FOREGOING ITEMS SHALL NOT BE CONSTRUED AS A WAIVER BY AV
   PICTURES LIMITED OF PRODUCER'S OBLIGATION TO DELIVER ANY
   SUCH ITEMS.





















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                           APPENDIX 1
                           ----------

     DATA SHEET FOR CERTIFICATE OF ORIGIN FOR ["__________"]
     -------------------------------------------------------


TITLE:

PRODUCER(S):

PRODUCTION COMPANY:

CAST:

ORIGIN:
(IF CLAIMING A CERTAIN
NATIONALITY FOR THE
PICTURE)

FILMED IN:
(LOCATION OF PRINCIPAL
PHOTOGRAPHY)

YEAR FILMED:

EDITED IN:
(PLACE OF EDITING)

DISTRIBUTION RIGHTS LICENSED TO AV PICTURES:

RUNNING TIME IN MINUTES:

LENGTH OF FILM IN FEET:




















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                           APPENDIX 2

Technical specifications for all recording formats:
---------------------------------------------------


Specifications may change depending on agreed delivery. These
items should be discussed prior to manufacture.


   All 35mm magnetic tracks are to be Dolby SR Noise Reduction
   encoded and should have head tones (100, 1000, 10000Hz),
   phase coherent pink noise and SR noise at the front of each
   reel. DA88's of the 2- Track SV A (Print Master) should also
   have all these and have Dolby SR N/R and be Matrix encoded.

   DA88's of all other delivery sound elements should have the
   head tones (100,1000 and 10OOOHz) and coherent pint noise,
   but no SR noise as they are not to be N/R encoded. Also, end
   synch pips at 3 feet after the end of each reel. All DA88's
   to be clearly labeled lKH @-20dB to Dolby reference level.

   DA88 TIME CODES
   One minute of pre roll silence should be given before the
   start of each reel, this should be timecoded. First frame of
   action for reel 1 to be at 01 :00:00:00. This corresponds to
   a standard Academy 12 foot start mark 00:59:52:00 and synch
   pip at 00:59:58:59.

   Reel2's first frame should start at 02:00:00:00 etc -thus
   identing the reel numbers. There should be one minute of time
   coded post roll at the end of each reel.

   Each individual reel should have it's own DA88 cassette, as
   these are masters.
   SAMPLE RATE - 48K
   PLAY OFF AT FILM SPEED - 24 FPS with 25FPS time code.

   All of the above tones, time code information, sample rate
   and film speed and Studio are to be clearly stated on the
   cassette label.
   Recommended DA88 tape stocks:
   SONY DARS - 116 METAL EVAPORATED AMPEX DA8 -METAL PARTICLE
   MAXELL HMBQ - METAL PARTICLE
   DAT TAPES
   To be recorded at 48K
























                                                           (sig.)

<PAGE>

                               to Short-Form Sales Agency Agreement


Budget:                                           TITLE:  "The Aryan Couple:

<TABLE>
<CAPTION>
                                                  UD$000's
TERRITORY                      MINIMUM  SETTLING  ASKING    REMARKS
----------------------------------------------------------------------------
<S>                            <C>      <C>       <C>       <C>
BENELUX                          10       15       20
----------------------------------------------------------------------------
FRANCE                           100      150      200
----------------------------------------------------------------------------
GERMANY                          75       100      150
----------------------------------------------------------------------------
GREECE                           10       15       20
----------------------------------------------------------------------------
ITALY                            75       100      125
----------------------------------------------------------------------------
PORTUGAL                         10       10       15
----------------------------------------------------------------------------
SPAIN                            75       100      125
----------------------------------------------------------------------------
SCANDINAVIA                      50       75       100
----------------------------------------------------------------------------
UNITED KINGDOM                   150      250      300
----------------------------------------------------------------------------
SUB TOTAL                        555      815      1055
----------------------------------------------------------------------------

CANADA                           n/r      n/r      n/r
----------------------------------------------------------------------------
UNITED STATES                    n/r      n/r      n/r
----------------------------------------------------------------------------
SUB TOTAL                        0        0        0
----------------------------------------------------------------------------

AUSTRALIA/NEW ZEALAND            50       75       100
----------------------------------------------------------------------------
HONG KONG                        5        10       10
----------------------------------------------------------------------------
INDONESIA                        5        10       10
----------------------------------------------------------------------------
JAPAN                            50       75       100
----------------------------------------------------------------------------
KOREA                            25       30       40
----------------------------------------------------------------------------
MALAYSIA                         10       10       10
----------------------------------------------------------------------------
PHILIPPINES                      10       10       10
----------------------------------------------------------------------------
SINGAPORE                        10       10       10
----------------------------------------------------------------------------
TAIWAN                           10       15       20
----------------------------------------------------------------------------
THAILAND                         10       15       20
----------------------------------------------------------------------------
SUB TOTAL                        185      260      330
----------------------------------------------------------------------------

AREGENTINA/PARAGUAY/URAGUAY )
----------------------------------------------------------------------------
CHILE                       )
----------------------------------------------------------------------------
COLOMBIA                    )
----------------------------------------------------------------------------
MEXICO                      )    100     150       175
----------------------------------------------------------------------------
PERU/EQUA/BOLIVIA           )
----------------------------------------------------------------------------
VENEZUELA                   )
----------------------------------------------------------------------------
SUB TOTAL                        100     150       175
----------------------------------------------------------------------------

CIS                              30      50        75
----------------------------------------------------------------------------
CZECH REPUBLIC/SLOVAKIA          10      15        20
----------------------------------------------------------------------------
Former YUGOSLAVIA                10      15        20
----------------------------------------------------------------------------
HUNGARY                          10      15        20
----------------------------------------------------------------------------
POLAND                           10      15        20
----------------------------------------------------------------------------
SUB TOTAL                        70      110       175
----------------------------------------------------------------------------

AIRLINES                         50      75        100     World EXC,
                                                           North America
----------------------------------------------------------------------------
AFRICA, South                    10      15        20
----------------------------------------------------------------------------
INDIA                            5       10        10
----------------------------------------------------------------------------
ISRAEL                           20      30        40
----------------------------------------------------------------------------
MIDDLE EAST                      10      15        20
----------------------------------------------------------------------------
TURKEY                           10      15        20
----------------------------------------------------------------------------
SUB TOTAL                        105     160       210
----------------------------------------------------------------------------
GRAND TOTAL US$                  1015    1495      1925
----------------------------------------------------------------------------
</TABLE>

These estimates are not a guarantee on behalf of AV Pictures Ltd
but are based upon current market conditions and elements as
currently advised.

125/2005

AV PICTURES LTD Tel: 02073170140 Fax: 02072245149

info@avpictures.co.uk
---------------------


<PAGE>

                        Date: 30th March 2005

  (1) AV PICTURES LIMITED (Acting as Sales Agent for and on behalf
             of Celebration International Pictures [BVI] Limited)

                               and

         (2) MULTIPLE RIGHTS FILM DISTRIBUTION AGREEMENT

                 in respect of the film entitled

                       "THE ARYAN COUPLE"

                      for the territory of



<PAGE>


                       INDEX TO AGREEMENT
                       ------------------

1.   Definitions

2.   Film & Version

3.   Licensed Rights & Reserved Rights

4.   Licensor's Warranties

5.   Distributor's Warranties

6.   Delivery 1 Return & Ownership

7.   General Exploitation Obligations

8.   Theatrical Exploitation Obligations

9.   Video Exploitation Obligations

10.  Television Exploitation Obligations

11.  Gross Receipts

12.  Recoupable Distribution Costs

13.  Payment Requirements

14.  Accounting

15.  Credits & Dubbing

16.  Censorship

17.  Publicity Rights

18.  Cue Sheets, Royalties & Licenses

19.  Overspill & Parallel Imports

20.  Anti-Piracy Provisions

21.  Suspension & Withdrawal

22.  Default & Termination

23.  Indemnities

24.  Assignment & Sublicensing



<PAGE>


25.  Miscellaneous Provisions

26.  Governing Law

SCHEDULE

Part I:    The Film

Part II:   Licensed Rights/Territory /Licence Periods/
           Authorised Language/Holdback

Part III:  Reserved Rights

Part IV:   The Advance/Minimum Guarantee

Part V:    Delivery Materials

Part VI:   Allocation of Gross Receipts

Part VII:  [Other]

APPENDIX - Definitions

Part 1:    General

Part 2:    Rights



<PAGE>


THIS AGREEMENT is made the    day of    2005

(1)  A V PICTURES LIMITED (acting as sales agent for and on
     behalf of Celebration International Pictures [BVI] Limited)
     having its principal place of business at Caparo House, 103
     Baker Street, 2nd Floor, London W 1 U 6LN, United Kingdom
     hereinafter called the "Licensor" (which expression shall
     include its successors, sublicensees and assigns); and

(2)  having its principal place of business at ________________
     hereinafter called the "Distributor" (which expression
     shall include its successors and assigns).

WHEREBY IT IS AGREED as follows:-

1.   Definitions
     -----------

     For the purposes of this Agreement the capitalised words or
     phrases which appear in the text of this Agreement are
     defined in the Appendix hereto and shall, except where the
     context otherwise requires, have the meanings attributed
     therein.

2.   Film and Version
     ----------------

2.1  The Film is the Motion Picture the title of which is
     specified in the Deal Terms set out in the Schedule.
     Licensor reserves the right to change the title of the Film.

2.2  Licensor reserves all rights in all formats and versions of
     the Film other than its original linear form as delivered to
     Distributor hereunder and authorised dubbed, subtitled or
     edited versions of such original linear form made by
     Distributor for exploitation of its Licensed Rights as may
     be authorised under this Agreement.

3.   Licensed Rights and Reserved Rights
     -----------------------------------

3.1  Subject to the terms of this Agreement and in consideration
     of the Advance or Minimum Guarantee or other payments
     payable to the Licensor specified in the Deal Terms Licensor
     exclusively licenses to Distributor the Licensed Rights in
     the Film for their respective Licence Periods throughout the
     Territory in the Authorised language(s) subject to
     applicable Holdbacks as set forth in the Deal Terms.

3.2  Each Licensed Right will only vest in Distributor after: (i)
     Distributor accepts Initial Delivery of the Film; and (ii)
     if the Deal Terms contain an Advance or Minimum Guarantee,
     Distributor pays Licensor when due the amounts specified in
     the Deal Terms.

3.3  All rights not expressly licensed to Distributor are
     Reserved Rights. Licensor reserves all Reserved Rights
     designated in the Deal Terms and all other rights not
     expressly licensed to Distributor. Licensor may exploit the
     Reserved Rights without restriction except as otherwise
     provided in this Agreement.


<PAGE>


3.4  Each Licensed Right will immediately revert to Licensor free
     of any claim by Distributor or any person deriving any
     interest from Distributor on the earlier of the end of the
     License Period for such Licensed Right or the expiry of the
     Agreement Term.

4.   Licensor's Warranties
     ---------------------

     Licensor represents and warrants to Distributor as follows:

     4.1  Licensor has full authority from its principal to enter
          into this Agreement on behalf of its principal and
          Licensor's principal will be bound by this Agreement;

     4.2  To the best of the Licensor's knowledge there are no
          existing or threatened claims or litigation which would
          adversely affect or impair any of the Licensed Rights;

     4.3  To the best of the Licensor's knowledge there are no
          other agreements licensing, encumbering or assigning
          any Licensed Right to any other person in the Territory
          during its License Period;

     4.4  Licensor will not exploit or authorise exploitation of
          any Reserved Right in the Territory before the end of
          any applicable Licensor Holdback period;

5.   Distributor's Warranties
     ------------------------

     Distributor represents and warrants to Licensor as follows:

     5.1  Distributor has full authority and capacity to execute
          this Agreement and full legal and financial ability to
          perform all of its obligations under this Agreement;

     5.2  There are no existing or threatened proceedings, claims
          or litigation which would adversely affect or impair
          Distributor's ability to perform under this Agreement;

     5.3  Distributor will honour all restrictions on the
          exercise of the Licensed Rights under this Agreement
          and will not exploit any Licensed Right outside the
          Territory, before the end of its Holdback or after its
          Licence Period.

6.   Delivery, Return and Ownership
     ------------------------------


     6.1  Licensor will give Distributor a notice that it is
          prepared to deliver the Initial Materials promptly
          after the Film is ready for Initial Delivery ("notice
          of Initial Delivery"). Within thirty (30) days of
          receipt of such notice Distributor will give notice to
          Licensor stating the number of pre-print items, prints,
          trailers, support items and other Initial Materials
          relating to the Film that Distributor reasonably
          requires, all of which will be subject to Licensor's
          reasonable approval. Licensor will then give
          Distributor notice of the cost of the approved Initial
          Materials and their shipment to Distributor and payment
          requirements. Distributor will immediately pay for such
          Initial Materials upon receipt of such notice. Licensor
          will then deliver such Initial Materials to
          Distributor.

     6.2  After delivery of the Initial Materials Distributor
          will give Licensor Notice of the


<PAGE>


     number and type of the Additional Materials it desires, all of
     which will be subject to Licensor's reasonable approval, and
     Licensor will promptly send Distributor notice of the cost of
     duplication and shipping of the approved Additional Materials.
     Distributor will immediately pay for such Additional Materials
     upon receipt of Licensor's notice. Upon receipt of payment
     Licensor will make prompt delivery of the Additional Materials to
     Distributor.

6.3  Delivery of the Delivery Materials will be accomplished by
     one of the following methods as specified in the Deal Terms
     or Licensor's notice of Initial Delivery:

     (i)  Where Physical Delivery is indicated Licensor will
          deliver to the specified delivery location the
          specified Delivery Materials suitable for use as or
          manufacture of necessary exploitation materials.

     (ii) Where Laboratory Access is indicated Licensor will
          provide Distributor with access to the specified
          Delivery Materials suitable for use as or manufacture
          of necessary exploitation materials. Access will be on
          the terms of a mutually approved access letter. The
          Delivery Materials will always be held in a recognised
          laboratory or facility in Licensor's name and subject
          to the requirements of the access letter. Distributor
          may order prints and other exploitation materials for
          the Film to be manufactured from accessible Delivery
          Materials at Distributor's sole expense.

    (iii) Where Loan of Materials is indicated Licensor will
          deliver on loan to the delivery location specified by
          Distributor the specified Delivery Materials suitable
          for manufacture of necessary pre-print materials. These
          Delivery Materials will only be used to make new pre-
          print materials at Distributor's sole expense from
          which necessary exploitation materials can be made.
          These Delivery Materials will always be held in a
          laboratory or facility subject to Licensor's reasonable
          approval and will be returned to Licensor in the same
          condition in which such materials were delivered to the
          Distributor within a reasonable time designated by
          Licensor. Distributor shall be responsible for all
          freight insurance and customs duty incurred in the
          despatch of such materials to the Distributor and its
          return to the Licensor.

     (iv) Where Satellite Delivery is indicated Licensor may
          deliver the Delivery Materials to Distributor by
          satellite transmission commensurate with available
          materials and Distributor's equipment. Distributor will
          be responsible for arranging to receive the satellite
          reception and for all downlinking reception costs.
          Distributor's failure to make suitable downlinking
          receiving arrangements, or failure to receive a
          transmission of the Film due to technical downlink or
          reception failure, will not affect Distributor's
          obligations under this Agreement. If Distributor
          experiences a technical failure of transmission or
          reception, Licensor upon receipt of timely notice will
          attempt to assist Distributor to receive the
          transmission. Distributor will pay for each missed
          satellite feed charge equal to Licensor's actual cost
          of transmission.


<PAGE>


     6.4  Distributor will evaluate all Delivery Materials for
          technical acceptance promptly after their receipt. All
          Delivery Materials will be considered technically
          satisfactory and accepted by Distributor unless within
          ten (10} days after receipt Distributor gives Licensor
          notice specifying any technical defect. If
          Distributor's notice is accurate, then Licensor will,
          at its election, either: (i} timely correct the defect
          and redeliver the affected Delivery Materials; or (ii}
          deliver new replacement Delivery Materials; or (iii}
          exercise its rights of suspension or withdrawal
          pursuant to Paragraph 21. If Distributor has undertaken
          a Theatrical Release or Video Release of the Film or
          begun exploiting any Licensed Right, then any alleged
          defect will be deemed waived by Distributor.

     6.5  Legal ownership of and title to all Delivery Materials
          will remain with Licensor subject to Distributor's
          right to use such Delivery Materials under this
          Agreement. Distributor will exercise due care in safe-
          guarding all Delivery Materials and will assume all
          risk for their theft or damage and maintain full
          insurance cover at its sole cost while they are in
          Distributor's possession. Distributor shall not by any
          act or omission impair or prejudice the copyright in
          the Film nor allow any third party to obtain a lien
          over a right to possess any or all of the materials,
          pre-prints, prints or other property supplied to
          Distributor under this Agreement.

     6.6  Distributor will pay for aIl Delivery Materials as
          provided herein or otherwise by notice from Licensor.
          AIl costs of delivery and return {including shipping
          charges, insurance, import fees, duties, brokerage
          fees, storage charges and related charges) will be
          Distributor's sole responsibility unless otherwise
          specified.

     6.7  Upon expiry of the Agreement Term Distributor will at
          Licensor's election either: (i) return aIl Delivery
          Materials to Licensor at Distributor's expense; or (ii)
          destroy aIl Delivery Materials and provide Licensor

          with a customary certificate of destruction.

7    General Exploitation Obligations
     --------------------------------

     7.1  In exploiting each Licensed Right Distributor will
          abide by the following obligations in addition to any
          other exploitation obligations in this Agreement:

          (i)  Distributor will not exploit or authorise
               exploitation of any Licensed Right before the end
               of its Holdback;

          (ii) Distributor will not discriminate against the
               Film or use the Film to secure more advantageous
               terms for any other Motion Picture, product or
               service; and

         (iii) Upon Licensor's request Distributor will
               provide Licensor aIl information reasonably
               available to Distributor regarding the time and
               place of the anticipated and actual first
               exploitation of each Licensed Right.

     7.2  Licensor will have the following approval rights
          regarding the exploitation of each Licensed Right
          including


<PAGE>


          (i)  prior absolute right of approval over any sub-
               distributors or sub- licensees of the Distributor
               prior to their appointment and over the material
               terms of each licence agreement, subdistribution
               agreement or agency agreement for exploitation of
               the Licensed Rights; and

          (ii) prior approval on an on-going basis of all
               significant aspects of the exploitation throughout
               the Territory, including the release campaign,
               distribution policy, exhibition contract terms,
               minimum and maximum print order, the total amount
               and specific terms of the advertising and
               publicity budget, the advertising and marketing
               campaign, the release dates, the release pattern,
               the theatres in key cities, marketing strategy ,
               short subject allocations, and any modifications
               or amendments thereto.

          Distributor will timely submit each item to Licensor
          for Licensor's prior approval.

     7.3  Throughout the Agreement Term Distributor will use its
          most diligent efforts and skill in the distribution and
          exploitation of the Licensed Rights to maximise Gross
          Receipts and minimise Recoupable Distribution Costs.

     7.4  The Film will be advertised, distributed and exploited
          consistent with the quality standards of first-class
          distributors in the Territory.

     7.5  Distributor will maintain the Film in continuous
          release throughout the Territory for a period
          consistent with its reasonable business judgement.

     7.6  The terms of any contract for the exploitation of the
          Film (including a contract between Distributor and any
          entity associated, owned or controlled directly or
          indirectly by Distributor) shall be on customary arm's
          length terms with a view to obtaining maximum
          commercial advantage.

8.   Theatrical Exploitation Obligations
     -----------------------------------

     8.1  In undertaking the Theatrical release of the Picture:

          (i)  Distributor will place the Film in general
               theatrical release throughout the Territory in no
               less than the number of cities and theatres and no
               later than the Theatrical Release Date specified
               in the Deal Terms or if such is not specified, as
               reasonably required by Licensor;

          (ii) Distributor will order and pay for no less
               than the minimum prints and no more than the
               maximum prints specified in the Deal Terms, or, if
               such is not specified, the number reasonably
               required by Licensor;

         (iii) Distributor will comply with the advertising
               and marketing campaign pre-approved by Licensor
               and in so doing will spend no less and no more
               than the advertising budget reasonably approved by
               Licensor;

          (iv) Distributor will give Licensor reasonable
               advance notice of all premieres of the Film in the
               Territory;

          (v)  Distributor will not enter the Film in any
               festival, charitable screening or the like without
               Licensor's prior approval in its sole discretion.


<PAGE>


     8.2  In arranging for the exhibition of the Film Distributor
          will comply with all the following:

          (i)  All exhibition agreements for the Film must be
               made separate and independent from exhibition
               agreements for any other picture, product or
               service;

          (ii) Distributor will not authorise or allow the Film
               during its first run to be exhibited on a flat
               licence or 4-wall basis, or as part of a multiple
               feature engagement, unless Licensor has given
               prior notice of its approval of all relevant terms
               of such proposed exhibition, including the
               proposed allocation to the Film of box office
               receipts, permitted advertising costs, licence
               fees and film rentals;

         (iii) Distributor will not authorise or allow the
               Film during its first theatrical run to be
               exhibited with any other feature or short subject,
               provided that, if required to do so by Law, then
               Distributor will only allocate to such feature or
               short subject for that exhibition run not more
               than one percent { 1 %) of net box office receipts
               per theatre;

          (iv) Distributor will not cancel or amend any
               exhibition agreement once made without Licensor's
               prior written approval, and any settlements
               submitted to Licensor for approval must be at
               rates no less than those for comparable Motion
               Pictures in the Territory;

          (v)  Distributor will audit all exhibition engagements
               for the Film consistent with the practices of
               first-class distributors in the Territory and will
               promptly supply Licensor with the result of such
               audits; and

          (vi) Distributor will do all things reasonably
               necessary to maximise collections from exhibitors
               as quickly as possible.

     8.3  Distributor will not licence any Film to a Controlled
          Theatre except on terms consistent with arms-length
          transactions between such Controlled Theatre and third
          party distributors for the exhibition of comparable
          Motion Pictures. Distributor will promptly provide
          Licensor with copies, certified to be accurate, of all
          agreements with Controlled Theatres for exhibition of
          any Film.

9.   Videogram Exploitation Obligations
     ----------------------------------

     9.1  Distributor will cause the Videogram Release of the
          Film throughout the Territory by no later than the
          Videogram Release Date specified in the Deal Terms, if
          any.


     9.2  Distributor will not advertise or authorise
          advertising of the availability of Videograms of the
          Film to the public until two (2) months before the end
          of the applicable Holdback.



<PAGE>


     9.3  Distributor will use all diligent efforts and skill in
          the manufacture, distribution, and exploitation of
          Videograms of the Film. The Videograms manufactured by
          Distributor will meet quality standards at least
          comparable to other Videograms commercially available
          through legitimate outlets in the Territory.

     9.4  From the end of the applicable Holdback until the
          expiry of the Licence Period for the Videogram Licensed
          Rights Distributor will make Videograms of the Film
          available in the Territory through its catalogue and
          will not allow them to leave normal channels of
          distribution for a commercially unreasonable period of
          time.

     9.5  Licensor will have the right of prior approval of the
          advertising and marketing campaign for the exploitation
          of the Videogram Licensed Rights in the Film.
          Distributor will submit all proposed advertising and
          artwork to Licensor for approval before it is used.

     9.6  Distributor at its cost will provide Licensor for its
          reasonable approval one { 1 } prototype copy of each
          format of Videogram and its packaging promptly after
          their manufacture and before their sale or disposition.
          Distributor will provide Licensor with a reasonable
          number of {not exceeding ten { 10} } free copies of
          each format of Videogram and its packaging.

     9.7  Distributor will not authorise or allow any other
          Motion Picture, advertising, or other material to be
          included on any Videogram of the Film without prior
          written notice of Licensor's approval.

     9.8  If a Minimum Retail Price is contained in the Deal
          Terms, Distributor, if not prohibited by Law, will not
          exploit or authorise exploitation of Videograms to the
          consumer at a price less than such Minimum Retail
          Price. In any case, for purposes of calculating Gross
          Receipts and amounts due Licensor, all videograms will
          be deemed sold at retail for not less than the Minimum
          Retail Price.

     9.9  If a Minimum Wholesale Price is contained in the Deal
          Terms, Distributor, if not prohibited by Law, will not
          exploit or authorise exploitation of Videograms at the
          Wholesale Level at a price less than such Minimum
          Wholesale Price. In any case, for purposes of
          calculating Gross Receipts and all amounts due
          Licensor, the wholesale price of all Videograms will be
          deemed to be the greater of either their actual
          wholesale selling price or the Minimum Wholesale Price.

     9.10 Distributor will not dispose of more than the amount
          of Videograms set forth in the Deal Terms as
          promotional, discount, or free samples without notice
          of Licensor's prior written approval. Any sale, rental
          or other disposition of Videograms beyond such amount
          will be considered as if sold at not less than the
          Minimum Wholesale Price for purposes of computing any
          amounts due to Licensor.

     9.11 During the last six ( 6) months of the Licence Period
          for the Videogram Licensed Rights Distributor will not
          manufacture Videograms in excess of those reasonably
          anticipated to meet normal customer requirements which
          shall not in any event be more than the aggregate
          number of Videograms sold in the preceding six ( 6 )
          months. During the three (3) month period following the
          end of the Licence Period for the Videogram Licensed
          Rights, and provided this Agreement has not been
          terminated under Paragraph 16 or 22, Distributor will
          have the non-


<PAGE>


          exclusive right to sell off its then existing inventory
          of Videograms for private home-viewing exploitation
          only. At the end of this three (3) month period
          Distributor will at Licensor's election sell its
          remaining Videograms and their packaging to Licensor at
          Distributor's cost or destroy them and provide Licensor
          with a customary certificate of destruction.

     9.12 Distributor will not import or authorise importation of
          Videograms embodying the Film into the Territory other
          than the Delivery Materials provided by Licensor. At no
          time will Distributor export or authorise exportation
          of Videograms embodying the Film from the Territory.

10.  Television Exploitation Obligations
     -----------------------------------

     10.1 In exploiting the Television Licensed Rights in the
          Film:

          (i)  Distributor will notify Licensor in advance of the
               time and place of the expected first Pay TV and
               Free TV broadcast of the Film in the Territory;

          (ii) Distributor will not broadcast or authorise
               broadcast of the Film by any form of Pay TV or
               Free TV in dubbed or subtitled version except as
               authorised;

         (iii) Distributor will not broadcast or authorise
               broadcast of the Film for more than the number of
               Run(s) or Playdate(s) authorised in the Deal
               Terms, or, if none are there authorised, for more
               than the number of Run(s) or Playdate(s)
               reasonably pre-approved by Licensor;

          (iv) Distributor will not broadcast or authorise
               broadcast of the Film by any form of Pay TV other
               than encrypted form, and Distributor will not
               sell, rent or export or authorise the sale, rental
               or export of decoders for such encryption outside
               the Territory;

          (v)  Distributor will not broadcast or authorise
               broadcast of the Film by any means, including
               terrestrial, cable or satellite, from within the
               Territory where the broadcast is primarily
               intended for reception outside the Territory or is
               capable of reception by more than an insubstantial
               number of home television receivers outside the
               Territory.

     10.2 Upon Licensor's request Distributor will promptly
          provide Licensor with notice of the title of the Film
          in each Authorised Language used for each telecast of
          the Film. Distributor will also provide the following
          information to the extent reasonably available to
          Distributor: (i) each person responsible for preparing
          a dubbed or subtitled version of the Film; and (ii) the
          time and place of each telecast of the Film since the
          last notice to Licensor .

     10.3 In exploiting any Pay TV or Free TV Licensed Rights
          Distributor may insert or authorise insertion of
          commercial announcements in the Film but only at those
          points designated by Licensor. Distributor will require
          each broadcaster to broadcast all credits, trademarks,
          logos, copyright notices and other symbols appearing on
          the Film as furnished by Licensor .


<PAGE>


     10.4 The Licence Period for each Pay TV or Free TV Licensed
          Right ends on the earlier of the end of the Licence
          Period specified in the Deal Terms or the conclusion of
          the last authorised Run or Playdate for such Licensed
          Right.

11.  Gross Receipts
     --------------

     11.1 Gross Receipts means the sum on a continuous basis of
          the following amounts derived with respect to each and
          every Licensed Right. All monies or other consideration
          of any kind (including all amounts from advances,
          guarantees, insurance claims, security deposits,
          awards, subsidies, and other allowances) received by,
          used by or credited to Distributor or any Distributor
          Affiliates or any approved subdistributors or agents

          (i)  from the licence, sale, lease, rental, lending,
               barter, distribution, diffusion, exhibition,
               broadcast, performance, exercise or other
               exploitation of each Licensed Right in the Film,
               all without any deductions; or


          (ii) from any authorised dealing in trailers,
               posters, copies, stills, excerpts, advertising
               accessories or other materials used in connection
               with the exploitation of any Licensed Right in the
               Film or contained on Videograms embodying the Film.

     11.2 All Gross Receipts shall upon receipt by Distributor or
          any Distributor Affiliate be and remain the exclusive
          property of Licensor which authorises Distributor to
          retain from Gross Receipts Distributor's share of Gross
          Receipts in accordance with Part VI of the Schedule.

     11.3 No Distributor Affiliates or any subdistributors or
          agents may deduct any fee from Gross Receipts in
          calculating all amounts due to Licensor. For the
          purpose of determining Licensor's share of Gross
          Receipts, all Gross Receipts must be calculated at
          "source". This means that Gross Receipts derived from
          the exploitation of any of the following Licensed
          Rights must be calculated at the following levels:

          (i)  for any Theatrical Licensed Right, at the level
               at which payments are remitted by theatres;

          (ii) for any Non- Theatrical or Airline and
               Shipping Licensed Right at the level at which
               payments are remitted by the entities that exhibit
               or make the Film available directly to their
               patrons or customer

         (iii) for any Videogram Licensed Right, at
               Wholesale Level or Direct Consumer Level as
               applicable;

          (iv) for any Public Video Licensed Right at the
               level at which payments are remitted by local
               exhibitors of the Film; and


          (v)  for any Television Licensed Right, at the level
               at which payments are remitted by terrestrial
               stations, cable systems, satellite telecasters or
               telephone systems that broadcast, cablecast or
               transmit the Film.

<PAGE>


          (vi) for any other Licensed Right at the level at
               which payments are remitted to Distributor, its
               affiliates, sub-distributors or agents, by other
               entities.

     11.4 All amounts collected by any collecting society,
          authors' rights organisation, performing rights society
          or governmental agency that are payable to authors,
          producers, performers or other persons and that arise
          from royalties, compulsory licenses, cable
          retransmission income, music performance royalties, tax
          rebates, exhibition surcharges, levies on blank
          Videograms or hardware, rental or lending royalties, or
          the like, will as between Licensor and Distributor be
          the sole property of Licensor and will not be included
          in or credited to any Gross Receipts. Licensor has the
          sole right to apply for and collect all these amounts.
          If any of them are paid to Distributor then Distributor
          will immediately remit them to Licensor with an
          appropriate statement identifying the payment.

     11.5 The following amounts, if received by, used by, or
          credited to Distributor, any Distributor Affiliate or
          any approved subdistributor or agent, will not be
          included in Gross Receipts but will be used to reduce
          Recoupable Distribution Costs:

          (i)  From print, publicity and similar subsidies for
               the cost of releasing, advertising or publicising
               the Film;

          (ii) From income from publicity tie-ins; or

         (iii) From freight, print, trailer, advertising
               and other cost recoveries, rebates, refunds or
               discounts from exhibitors, approved
               subdistributors or other persons.

          (iv) From awards of damages or recoveries following an
               insured loss or action taken against persons
               responsible for infringement of or interference
               with the Film or any Licensed Rights.

     11.6 Licensor specifically reserves all right, title
          and interest in and to residuals and other revenues
          generated from the Film as a result of the
          retransmission of or recording from any television
          broadcast of the Film. Any and all monies which may be
          payable or paid with respect to exploitation of the
          Film by virtue of such cable or over the air-
          transmissions of any broadcast of or recording from the
          Film within or outside the Territory shall be for the
          account of Licensor and Licensor shall have the sole
          and exclusive right to apply for and collect such
          income derived from the Film from any source including
          but not limited to agencies societies or organisations
          (such as AGICOA, VGF and similar organisations)
          established for the purpose of collecting and
          disbursing such income. Distributor shall not claim any
          such monies but in the event such monies are paid to
          Distributor by the applicable agency, society or
          organisation then Distributor shall immediately remit
          100% (one hundred percent) of such monies to Licensor
          with the appropriate statement setting forth the nature
          of such payment and for the avoidance of doubt the same
          shall at no time form part of Gross Receipts.

     11.7 Gross Receipts and Recoupable Distribution costs may only
          be cross-collateralised among the Licensed Rights to the
          extent, if any, authorised in the Deal Terms.


<PAGE>


     11.8 If the Picture is exploited with other Motion Pictures
          then Distributor will only allocate receipts and
          expenses among the Film and the other Motion Pictures
          in the manner approved by Licensor in its sole
          discretion in advance.

12.  Recoupable Distribution Costs
     -----------------------------

     12.1 Distributor may recoup against Gross Receipts for
          each Licensed Right all direct, auditable, out-of-
          pocket, reasonable and necessary costs (exclusive of
          salaries, overhead and any fees payable by Distributor
          to any Distributor Affiliate, subdistributor or agent,
          and less any discounts, credits, tax rebates or similar
          allowances) actually paid by Distributor for exploiting
          each Licensed Right in arms-length transactions with
          third parties, in respect of:

          (i)  Customs duties, import taxes and permit charges
               necessary to secure entry of the Film into the
               Territory;

          (ii) Registration and similar costs relating to
               obtaining or securing copyright registration,
               title registration, import clearances, or similar
               activities for the importation, exploitation or
               protection of the Film in the Territory but only
               to the extent reasonably pre-approved by Licensor;

         (iii) Taxes and related charges assessable against
               Gross Receipts realised from the exploitation of
               the Licensed Right but not including income,
               corporation or profit taxes imposed on Distributor
               or withholding taxes assessable against amounts
               payable to Licensor;

          (iv) Withholding taxes on amounts payable to Licensor
               but only to the extent allowed by Paragraph 13.2;

          (v)  Shipping and insurance charges for delivery of
               the Delivery Materials to Distributor but not
               including any amounts for shipping within the
               Territory or for returning the materials to
               Licensor;

          (vi) Costs of allowed advertising, promotion and
               publicity in the amount reasonably pre-approved by
               Licensor;

         (vii) Legal costs and charges paid to obtain
               recoveries for infringement by a third party of
               the Licensed Right but only to the extent
               reasonably pre-approved by Licensor;

        (viii) Costs of subtitling or dubbing if authorised
               in the Deal Terms but only in the Authorised
               language(s);

          (ix) Actual and normal expenses incurred in
               recovering debts from defaulting licensees;

          (x)  Costs of packaging for Videograms embodying the
               Film but only to the extent reasonably pre-approved
               by Licensor;

          (xi) Censorship fees and costs of editing to meet
               censorship requirements as approved by Licensor.


<PAGE>


Each such cost shall be referred to as a "Recoupable Distribution
Cost".

     12.2 Any cost that does not qualify as a Recoupable
          Distribution Cost will be Distributor's sole
          responsibility unless Licensor gives prior notice
          approving its recoupment. No cost item qualifying as a
          Recoupable Distribution Cost may be deducted more than
          once. Recoupable Distribution Costs must be calculated
          separately for each Licensed Right. Recoupable
          Distribution Costs for one Licensed Right may not be
          recouped from Gross Receipts for any other Licensed
          Right except if and to the extent authorised in the
          Deal Terms.

     12.3 If a Distributor Affiliate or approved subdistributor
          or agent pays a cost that would be a Recoupable
          Distribution Cost if paid by Distributor then such cost
          may be recouped as a Recoupable Distribution Cost.
          Otherwise no costs of any third party may be recouped
          from any monies due to Licensor .

13.  Payment Requirements
     --------------------

     13.1 Distributor shall keep Gross Receipts and monies due
          and payable to Licensor or for its account hereunder in
          a separate and distinct fund and all Gross Receipts and
          monies due and payable to Licensor or for its account
          hereunder by Distributor shall be deemed to be the
          property of the Licensor and shall be held in trust for
          Licensor by Distributor until such amounts are
          accounted for to Licensor and correct payments to it
          made or as directed hereunder and the ownership of said
          trust fund by Licensor shall not be questioned whether
          or not the monies are physically segregated.

     13.2 Distributor will make payments to Licensor and retain
          recoupment from Gross Receipts only in the manner and
          sequence specified in this Agreement and in the Deal
          Terms. Distributor will, with respect to each and every
          media and Licensed Right indicate, when paying Gross
          Receipts, the proportions of such amounts derived from
          exploitation of each such Media and Licensed Right.
          Timely payment is of the essence of this Agreement.
          Payment is to be made in accordance with Licensor's
          instructions and will only be considered made when
          Licensor has immediate and unencumbered use of funds in
          the required currency in the full amount due and will
          be made by electronic transfer of funds or following
          receipt of an accepted banker's draft. Distributor will
          use diligent efforts to obtain promptly all permits
          necessary to make all payments to Licensor.

     13.3 There will be no deductions from any payments due to
          Licensor because of any bank charges, conversion costs,
          sales use or V A T taxes, quotas or any other taxes or
          charges unless separately agreed in writing by
          Licensor. If Distributor is required to pay any
          remittance or withholding tax on amounts due Licensor,
          then Distributor will provide Licensor with all
          documentation indicating Distributor's payment of the
          required amount on Licensor's behalf.

     13.4 If any Law prohibits remittance of any amounts to
          Licensor then Distributor will


<PAGE>


          immediately give Licensor notice of such Law.
          Distributor will then deposit such amounts in
          Licensor's name for Licensor's unencumbered use in a
          suitable depository designated by Licensor without any
          deductions for so doing.

     13.5 Any payment not made by its due date will, in addition
          to any other right or remedy of Licensor, incur a
          finance charge at the lesser of three hundred basis
          points over the 3-month LIBOR rate on the date payment
          was due or the highest applicable legal contract rate.
          This finance charge will accrue from the date the
          payment was due until it is paid in full.

     13.6 All payments will be in United States Dollars or other
          freely remittable currency designated by Licensor. All
          payments will be computed at the prevailing exchange
          rate on the date due at a bank timely designated by
          Licensor. In respect of a late payment Licensor will be
          entitled to the most favourable exchange rate between
          the due date and the payment date.

     13.7 The Minimum Guarantee and/or the Advance is the
          amount(s) payable to Licensor against Licensor's share
          of Gross Receipts as indicated in the Deal Terms. Such
          amount(s) is/are non-returnable but recoupable in
          conformity with this Agreement and no taxes or charges
          of any sort may be deducted. Distributor will pay each
          instalment of such sum(s) to Licensor in the time and
          manner specified in the Deal Terms. Where any
          instalment is payable on events within Licensor's
          control, e.g. the start or end of principal
          photography, Licensor will give Distributor timely
          notice of such event. Where any instalment is payable
          on events within Distributor's control, e.g. Theatrical
          Release or Video Release, Distributor will give
          Licensor timely notice of such event along with all
          payments then due to Licensor.

     13.8 If the Deal Terms indicate that a payment is to be
          secured by a letter of credit, the Distributor will
          open such letter of credit at a bank in the Territory
          designated by Licensor as a corresponding bank of
          Licensor's bank. While open the letter of credit will
          remain valid, negotiable, transferable, confirmed and
          irrevocable; it will be automatically renewable for any
          period specified in the Deal Terms if Licensor has not
          fully negotiated the letter of credit by its first
          expiry date. All costs for a letter of credit will be
          borne solely by Distributor .

14.  Accounting
     ----------

     14.1 Distributor will maintain complete and accurate records
          in the currency(ies) of the Territory of all financial
          transactions regarding the Film in accordance with
          generally accepted accounting principles in the
          entertainment distribution business on a consistent,
          uniform and non-discriminatory basis throughout the
          Agreement Term and during any period while a dispute
          about payments remains unresolved. The records will
          include all Gross Receipts derived, all Recoupable
          Distribution Costs paid, all allowed adjustments or
          rebates made, and all cash collected or credits
          received. If any Videogram Rights are licensed the
          records will also include all Videograms manufactured,
          sold, rented, leased, returned, erased, recycled or
          destroyed. Unless Licensor gives notice approving
          otherwise all records will be maintained on a cash
          basis, and if Distributor permits any set- off, refund
          or rebate of sums due to Distributor such sums will
          nonetheless be included in Gross Receipts. Distributor
          will also keep complete and accurate copies of every
          statement, contract, voucher, receipt, computer record,
          audit


<PAGE>


          report, correspondence and other writing from all
          persons pertaining to the Film.

     14.2 In addition to any other reporting requirements in this
          Agreement, starting after delivery of the Initial
          Materials Distributor will furnish Licensor with a
          statement in English (and, if requested, supporting
          documentation) for the Film that identifies from the
          time of the immediately prior statement, if any, all
          Gross Receipts derived and from what sources, all
          Recoupable Distribution Costs paid identifying to whom,
          and all exchange rates used. If any Videogram Rights
          are licensed the statements will also include:

               (i)  all Videograms manufactured, sold, rented,
                    leased, returned, erased, recycled or
                    destroyed;

               (ii) the wholesale and retail selling prices
                    of all Videograms; and


              (iii) all allowable deductions taken.



     14.3 Distributor will render statements to Licensor within
          one calendar month of expiry of the immediately
          preceding accounting period for the following periods:

               (i)  each month during the eighteen ( 18} months
                    after the Theatrical Release, or, if there is
                    none, the Video Release;

               (ii) thereafter, each calendar quarter or
                    other quarterly periods designated by
                    Licensor for as long thereafter as Gross
                    Receipts are derived by Distributor, and

              (iii) one (1) month after the first Pay TV
                    telecast of the Picture in the Territory and
                    first Free TV telecast of the Picture in the
                    Territory.

          Each statement must be accompanied by payment of all
          monies then due to Licensor. If the Territory contains
          more than one country, the information will be reported
          separately for each country and consolidated for the
          entire Territory. The information will be provided in
          reasonable detail on a current and cumulative basis. If
          required by Licensor each statement shall be certified
          by accountants approved by Licensor, at no cost to
          Licensor.

     14.4 Continuing until three (3) years after the Agreement
          Term Licensor on ten ( 10) days' prior notice may
          examine and copy, on its own or through its auditors,
          Distributor's financial records regarding the Film. The
          examination will be at Licensor's expense unless it
          uncovers an underpayment of more than five percent (5%)
          of the amount shown due to Licensor on the statements
          audited, in which case Distributor will pay the costs
          of the examination on demand.

     14.5 The Licensor shall not be precluded from disputing a
          statement for an accounting period in respect of which
          an examination or audit had previously been carried out
          by the Licensor as aforesaid.


<PAGE>


15.  Credits and Dubbing
     -------------------

     15.1 Distributor will comply with all required screen
          credits (if not already contained in the Film), paid
          advertising, publicity and promotional requirements,
          name and likeness restrictions, and Videogram packaging
          credit requirements supplied by Licensor at all times
          after their receipt. Distributor shall procure that the
          credits contained in the main and end titles of the
          Film are not shortened or altered in any way and are
          shown in full on each exploitation of the Film in the
          Territory during the Term. Distributor will promptly
          submit to Licensor all advertising and publicity
          materials prior to their use by Distributor so that
          Licensor can determine whether its requirements are
          being met.

     15.2 Distributor will comply with all dubbing, subtitling
          or editing requirements applicable to the Film or its
          trailers supplied by Licensor in creating any dubbed,
          subtitled or edited version of the Film or its
          trailers. Except as expressly provided in this
          Agreement, the Film and its trailers must be exhibited
          at all times in their original continuity, without
          alteration, interpolation, cut or elimination.

     15.4 Licensor will at all times have unrestricted free
          access to all alternate language tracks and dubbed
          versions, masters, advertising and promotional
          materials, artwork and other materials created by
          Distributor pursuant to this Agreement. Distributor
          will promptly give Licensor notice of each person who
          prepares any dubbed or subtitled tracks for the Film
          and of each laboratory or facility where the tracks are
          located. Licensor will immediately become the owner of
          the copyright in all dubbed and subtitled tracks,
          subject to a non-exclusive free licence in favour of
          Distributor to use such tracks solely for exploitation
          of the Licensed Rights and Distributor shall, where
          appropriate, register the copyright in all such
          materials in the name of Licensor. If such ownership is
          not allowed under a Law in the Territory , the
          Distributor will grant Licensor a non-exclusive free
          licence to use such dubbed or subtitled tracks world-
          wide in perpetuity without restriction.

     15.4 Distributor shall cause printing or recording masters
          of all approved dubbed or sub-titled versions of the
          Film to be kept at film and sound laboratories approved
          by Licensor who shall have unrestricted access to such
          materials. Storage by such laboratories of the Film and
          sound track materials shall be at Distributor's sole
          cost and expense.

16.  Censorship
     ----------

     16.1 Distributor shall within thirty (30) days of delivery
          of first prints and/or masters of the Film submit the
          same to any appropriate censorship authorities in the
          Territory and shall use its best endeavours to have the
          same passed by such authorities to permit the exercise
          of the Licensed Rights throughout the Territory .

     16.2 Subject to Licensor's prior approval, Distributor shall
          give effect to any cuts and/or alterations to the Film
          required by relevant censorship authorities to permit
          exhibition or distribution in the Territory. Such cuts
          and/or alterations shall be made at Distributor's
          expense and should it so elect to do so may be effected
          by the Licensor .

     16.3 If the Licensor shall not have approved any major
          changes or deletions required


<PAGE>


          by any censorship or certification authority or if such
          authority shall have totally banned the distribution of
          the Film in the Territory the Distributor shall take
          with the prior approval of Licensor whatever steps are
          in the Distributor's power to appeal or apply for
          rehearings or pursue other remedies and shall keep the
          Licensor at all times advised.

     16.4 If notwithstanding all best endeavours relevant
          censorship authorities refuse to pass the Film for
          exhibition and distribution in the Territory or if the
          Licensor does not approve the required cuts and/or
          alterations by reason of its belief that the Film's
          continuity, story, or market or entertainment value
          would be materially affected, then the following shall
          apply:

          (i)  the Licensed Rights (or relevant parts thereof)
               shall at the Licensor's option in relation to the
               Territory cease and determine and revert to Licensor;

          (ii) Distributor shall at its own cost return to
               Licensor all relevant Delivery Materials or
               otherwise hold or dispose of the same as Licensor
               may direct; and

         (iii) on receipt by the Licensor of the certificate
               from the relevant censorship authorities
               evidencing the failure of the film to be cleared
               for exhibition or distribution, Licensor shall
               refund to Distributor any unrecouped Advance or
               Minimum Guarantee (or such portion as is
               apportioned to the Licensed Right in respect of
               which the termination applies determined by
               Licensor acting reasonably) or such part thereof
               that has been received by Licensor from
               Distributor at the date of termination.

     16.5 In the event the approval of censorship authorities is
          revoked following earlier approval and exhibition or
          distribution of the Film in the Territory, Distributor
          shall not be entitled to any refund whatsoever and the
          obligations of Distributor as to those parts of this
          Agreement which may still be executory shall continue
          in full force and effect.

17.  Publicity Rights and Materials
     ------------------------------

     17.1 Subject to Licensor's requirements under sub-clauses
          15.1 and 15.2 above and the provisions of this
          Agreement, Distributor is entitled to exercise the
          Publicity Rights at its sole expense.

     17.2 In exercising the rights referred to in sub-clause 1
          7.1 above, Distributor may not: (i) alter or delete any
          credit, logo, copyright notice or trademark notice
          appearing on the Film; or (ii) include any
          advertisements or other material before, during or
          after the Film other than the credit or logo of
          Distributor, an approved anti-piracy warning, or
          commercials as authorised in this Agreement.

     17.3 Distributor may at its own expense produce and display
          its own publicity materials relating to the Film
          provided its use shall receive Licensor's prior written
          approval. All such material shall be cleared by
          Distributor for use in all media in the Territory and
          during the Agreement Term Licensor shall be entitled to
          use such material or authorise its use without charge.
          All rights of



<PAGE>


          copyright and all other rights in and to any
          advertising or publicity materials created by the
          Distributor shall rest in the Licensor at the end of
          the Term when the Distributor shall deliver to Licensor
          all original and duplicate copies of such materials in
          the possession of the Distributor .

     17.4 The Distributor shall not make or authorise to be made
          in any advertising or publicity material used in
          connection with the Film any statement which might be
          understood to be an endorsement of any goods, articles,
          services or products nor shall the Distributor enter in
          to any arrangement with any sponsor or advertiser in
          respect of the Film or permit any sub-licensee to do
          so, without the prior written consent of the Licensor .

18.  Cue Sheets. Royalties and Licenses
     ----------------------------------

     18.1 To the extent required and available, Licensor will
          supply Distributor promptly after Delivery with
          available music cue sheets listing the composer,
          lyricist and publisher of all music embodied in the
          Film. Distributor will as necessary promptly file with
          the appropriate governmental agency or music rights
          society in the Territory the music cue sheets supplied
          by Licensor without charge.

     18.2 Licensor represents and a warrants to Distributor that
          Licensor controls all rights necessary to synchronise
          the music contained in the Film on all copies exploited
          by Distributor throughout the Territory for the
          Agreement Term.

     18.3 Licensor hereby further agrees that Licensor will pay
          all licence fees payable in respect of copyright or
          other rights including recording and other royalties in
          respect of the Film but excluding:

          (i)  any mechanical, rental, lending or other royalties
               or fees payable to the Performing Rights Society
               or the Mechanical Copyright Protection Society or
               any other recognised collection society or other
               similar body operating in the Territory in respect
               of the public performance, broadcast and diffusion
               or other exploitation authorised herein in the
               Territory of the Film and its sound accompaniment;
               and

          (ii) monies payable in relation to the dubbing and/or
               subtitling of the Film and the creation of
               original artwork.

         (iii) any payment obligations which the Distributor
               has assumed in respect of residuals payable to
               members of the Screen Actors Guild Director's
               Guild of America, or similar Guild or professional
               bodies.

          all of which shall be for the account of Distributor
          and will not be recoverable as a Recoupable
          Distribution Cost.

     18.4 As between Licensor and Distributor, Licensor will be
          solely entitled to collect and retain the publisher's
          share of any music royalties arising from Distributor's
          exploitation of any Licensed Rights in the Film.

     18.5 Where applicable, Distributor shall execute any so-
          called Notices of Assignment or Screen Actors' Guild
          Assumption or Adherence Agreements or similar Guild
          agreements in a form to be provided by Licensor .


<PAGE>


19.  Overspill and Parallel Imports
     ------------------------------

     Licensor does not warrant that it has granted or can grant
     exclusivity protection against reception in the Territory of
     a broadcast of the Film originating outside the Territory or
     that it has granted or can grant exclusivity protection
     against sale or rental in the Territory of Videograms
     embodying the Film imported from outside the Territory.

20.  Anti-Piracy Provisions
     ----------------------

     20.1 Distributor will include on each copy of the Film
          distributed under its authority the copyright notice
          and anti-piracy warning supplied by Licensor. A copy of
          the Film includes all negatives, pre-print materials,
          release prints, masters, tapes, cassettes, discs or
          Videograms and their packaging.

     20.2 The anti-piracy warning on each copy of the Film must
          read substantially as follows:-

          "WARNING
          THIS MOTION PICTURE IS PROTECTED BY LAW.
          Any unauthorised copying, distribution, performance,
          renting, lending, exporting, importing, dissemination
          or exhibition is prohibited by law. Violators will be
          subject to criminal prosecution and civil penalties".

     20.3 Videograms and their packaging must contain this
          additional warning:

                   "Licensed only for use in"
                      (include territory)

     20.4 Videograms exploited for private home-viewing and their
          packaging must include:

          Authorised For Private Home Use Only"
          Any unauthorised copying, distribution, performance,
          renting, lending, exporting, importing, dissemination
          or exhibition is prohibited by law. Violators will be
          subject to criminal prosecution and civil penalties".

     20.5 Distributor will at its sole expense and in the name of
          Licensor take all reasonable steps to protect the
          copyright in the Film (including registration where
          necessary} and to prevent piracy. Licensor may
          participate in any piracy action. Licensor's expenses
          will be reimbursed from any recovery in equal
          proportion with Distributor's expenses. If Distributor
          fails to take anti-piracy action, Licensor may do so in
          Licensor's or Distributor's name, with all recoveries
          belonging to Licensor .

     20.6 If during the Agreement Term new technology in use in
          the Territory inhibits the unauthorised duplication of
          copies of the Film, interferes with the reception of
          broadcast signals without use of an authorised decoding
          service, or otherwise provides protection against
          unauthorised exploitation of the Film, then Distributor
          will use such technology in a reasonable manner in
          exploiting the



<PAGE>



          Film. Distributor may deduct the cost of so doing as a
          Recoupable Distribution Cost after first obtaining
          notice of Licensor's reasonable approval.

21.  Suspension and Withdrawal
     -------------------------

     21.1 Licensor may suspend Delivery or withdraw the Film at
          any time:

          (i)  if Licensor determines in good faith that its
               exploitation might infringe the rights of others
               or violate the Law;

          (ii) if Licensor determines in good faith that its
               Delivery Materials are unsuitable for the
               manufacture of first class commercial quality
               exploitation materials;

         (iii) due to Force Majeure; or

          (iv) if Distributor refuses to accept delivery of
               the Film for any reason.

     21.2 Distributor will not be entitled to claim any damages
          or lost profits for any suspension. Instead the
          Agreement Term will be extended for the length of each
          suspension. If any suspension lasts more than three (3)
          consecutive months, then either party may terminate
          this Agreement on ten ( 10) days' notice, in which case
          the Film will be treated as withdrawn.

     21.3 If the Film is withdrawn or treated as withdrawn after
          a period of suspension, then Licensor must either
          substitute a Motion Picture of like quality mutually
          satisfactory to Licensor and Distributor, or must
          refund promptly all unrecouped amounts of the Advance
          and/or Minimum Guarantee paid to Licensor.
          Distributor's sole remedy will be to receive this
          substitute or refund. In no case may Distributor
          collect any lost profits or consequential damages.

22.  Default and Termination
     -----------------------

     22.1 Upon the occurrence of any of the events set out below,
          (subject to clause 22.2) Licensor shall be entitled
          forthwith on giving written notice to Distributor to
          terminate this Agreement:

          (i)  Distributor fails to pay any sum due to Licensor
               when due;

          (ii) Distributor breaches any material term, covenant
               or condition of this Agreement;

         (iii) a Distributor Affiliate breaches any
               material term, covenant or condition of any other
               agreement with Licensor;

          (iv) Distributor attempts to make any assignment,
               transfer, sublicence or appointment of an agent
               without first obtaining Licensor's approval;

          (v)  Failure to render true and accurate statements and
               forms as required by Clause 1 4 hereof;

          (vi) The transportation outside the Territory of any
               print or other



<PAGE>


               materials relating to the Film or reproduction
               without Licensor's consent either by Distributor
               or by any person with the knowledge consent or
               through the negligence of Distributor. Further
               should any print or prints of the Film be found in
               any part of the world other than the Territory and
               it is proved that such print or prints was or were
               part of or made from those manufactured by or for
               Distributor then Distributor shall be responsible
               for and agrees to pay to and indemnify Licensor
               against all loss, damages and expenses caused or
               suffered to or by Licensor or any of its
               associates, licensors or licensees by reason of
               the misuse of such prints;

         (vii) If Distributor shall become bankrupt or go
               into liquidation whether voluntarily or otherwise
               or have an administrator appointed in respect of
               all or any part of its assets or undertaking or
               commit any act of bankruptcy or make or attempt to
               make any arrangements or compromise with creditors
               of Distributor or suffer any distress or execution
               to be levied upon any of its property or if
               Distributor discontinues to carry on business;

        (viii) Failure to obtain Licensor's prior approval
               on any matter as to which Licensor has a right of
               prior approval under this Agreement.

     22.2 Licensor will give Distributor Notice of any claimed
          default. If the default is capable of cure then
          Distributor (or a Distributor Affiliate, where
          applicable) will have ten ( 10) days after receipt of
          Licensor's Notice to cure a monetary default, and
          twenty (20) days after receipt to cure a non-monetary
          default.

     22.3 Upon termination in accordance with Clause 22 the
          Licensed Rights and all other rights granted hereby
          shall forthwith cease and determine. The Licensor shall
          have the following rights (which it may exercise by
          itself and/or by its agents or other representatives) :-

          (i)  to take possession (wherever the same may be
               situated) of all the materials and positive prints
               of the Film and all advertising and publicity
               material relating thereto and all contracts
               (hereinafter called the "existing exhibition
               contracts") made by or on behalf of Distributor
               for the exhibition or exploitation of the Film
               within the Territory and all records, business,
               data and other documents relating to the existing
               exhibition contracts;

          (ii) as agents for Distributor to service and
               otherwise fulfil the existing exhibition contracts
               or such of them as the Licensor shall think fit;

         (iii) to receive and recover from exhibitors all
               monies payable or to become payable under the
               existing exhibition contracts and to receive and
               recover all monies payable or to become payable
               under any other contract relating to the
               exploitation of the Film and entered into by
               Distributor with any sub-distributor or sub-
               licensee or other third party;

          (iv) to be notified forthwith by Distributor of all and
               any contracts entered into by it relating to the
               exploitation of the Film with any sub-


<PAGE>

               distributor, sub-licensee or other third
               party; and

          (v)  to apply all monies received (whether held in
               the collection account or other account) in
               accordance with sub-Clauses 22.4 and 22.5.

          22.4 Out of the first monies so held or so received by
               Licensor or its agents or other representatives
               ("Agents") Licensor shall be entitled to retain
               for itself and pay to its Agents such monies as
               Licensor shall consider reasonably adequate for
               the services rendered by Licensor and/or its
               Agents and the disbursements incurred by them
               respectively in connection with the servicing of
               the existing exhibition contracts and all other
               contracts as aforesaid.

          22.5 The balance of the monies so held or so received
               by Licensor and/ or its Agents shall belong to and
               be retained by Licensor for its own use and
               benefit (and in accordance with Licensor's
               obligations to third parties).

          22.6 For the purpose herein before appearing
               Distributor hereby irrevocably appoints Licensor
               to be the true and lawful attorney of Distributor
               in the name of Distributor or otherwise to ask
               demand use recover and receive all monies payable
               or to become payable under the existing exhibition
               contracts and all other contracts as aforesaid and
               to do and execute all such deeds, documents and
               things as Licensor may require or may deem
               necessary or desirable for the purpose of giving
               to Licensor the full benefits conferred or
               intended to be conferred by the preceding
               provisions of this Clause.

     23.  Indemnities
          -----------

          23.1 The liability of Licensor to Distributor in
               respect of any breach by Licensor of the terms of
               this Agreement or of any warranty by Licensor
               herein contained or implied shall be limited to
               the direct resulting loss of Distributor and shall
               not in any event extend to any liability of
               Distributor to third parties under or in respect
               of any contracts or licences entered into by the
               Distributor with such third parties.

          23.2 Distributor shall indemnify Licensor and keep
               Licensor fully and effectively indemnified from
               and against all actions, proceedings, costs,
               claims, damages and any other liability however
               and whenever incurred or arising or paid by
               Licensor or awarded against Licensor in respect of
               or arising out of any breach or non-performance by
               Distributor of any obligation, warranty,
               undertaking or other covenant on its part under
               this Agreement and including in respect of any
               liability arising out of or in connection with the
               dubbing or sub-titling of the Film such indemnity
               to include consequential loss and loss of profits.

          23.3 In the event of any legal proceedings being
               instituted against Distributor on the grounds that
               the exhibition of the Film or that the authorised
               reproduction of any music and/or dialogue in
               connection therewith constitutes an infringement
               of any copyright Licensor will indemnify
               Distributor against all reasonable and proper
               costs and damage suffered by Distributor (
               excluding consequential loss and loss of profits)
               provided the conduct and management of the defence
               of any such proceedings shall accord with any
               directions given by Licensor. Such indemnity shall
               not apply if Distributor fails to notify Licensor
               in writing forthwith upon receiving notice
               (whether verbal or written) of such claim nor in

<PAGE>

               respect of any dubbing and/or subtitling
               undertaking by or on behalf of Distributor or
               original artwork created by or for Distributor of
               its sub-licensees to comply with notified credit
               requirements or any other failures of Distributor
               or its sublicensees.

     24.  Assignment and Sublicensing:
          ---------------------------

          24.1 This Agreement is personal to Distributor.
               Distributor may not assign, charge or transfer
               this Agreement, or sublicence or use an agent to
               exploit any Licensed Rights, whether voluntarily
               or involuntarily, without Licensor's prior written
               approval in Licensor's sole discretion. If
               Licensor consents to an assignment, transfer,
               sublicence or agent then this Agreement will be
               binding on such authorised assignee, transferee,
               subdistributor or agent but will not release
               Distributor from its obligations under this
               Agreement.

          24.2 Licensor may freely assign or transfer this
               Agreement or any of its rights under this
               Agreement, but no such assignment or transfer will
               relieve Licensor of its obligations under this
               Agreement, unless it is to a company which
               acquires all or substantially all of Licensor's
               assets.

          24.3 If Licensor pledges this Agreement or assigns its
               rights to receive any payment to a lender,
               completion guarantor or other person as security
               for or in connection with any loan or other
               obligation, then Distributor will promptly on
               request execute a reasonable and customary notice
               and acknowledgement of assignment and charge or
               similar document required by Licensor to be signed
               by Distributor as necessary to establish or
               perfect the person's interest or secure its
               rights.

     25.  Miscellaneous Provisions
          ------------------------

          25.1 All Notices must be in writing and sent to a party
               at its address specified in this Agreement by fax,
               telex, registered post or first class mail. Notice
               will be effective when delivered or transmitted.
               Either party may change its place for notice by
               notice duly given.

          25.2 This Agreement contains the entire understanding
               of the parties regarding its subject matter. It
               supersedes all previous written or oral
               negotiations, deal memos, understandings or
               representations between the parties regarding its
               subject matter, if any. Each party expressly
               waives any right to rely on such negotiations,
               understandings or representations, if any.

          25.3 No modification or amendment of this Agreement
               will be effective unless in writing and signed by
               both parties.

          25.4 No waiver by Licensor of any breach of
               covenant or provision of this Agreement on the
               part of Distributor shall be deemed a waiver of
               any preceding or succeeding breach of such
               covenant or provision or of any other obligation
               of Distributor contained in this Agreement.

          25.5 Nothing in this Agreement shall be deemed to
               constitute a partnership between the parties
               hereto.


<PAGE>


26.  Governing Law
     -------------

     This Agreement and all extensions and/or modifications
     thereto shall be construed exclusively in accordance with
     English Law and both parties submit to the non-exclusive
     jurisdiction of the English courts. The Licensor may at its
     option refer any matter in dispute to arbitration in London
     at its discretion either in accordance with the then current
     AFMA Rules or in accordance with the Arbitration Act 1996,
     in which case the Distributor agrees not to commence any
     court proceedings in relation to such matter until the
     arbitration process has been completed and to be bound by
     and act in accordance with the outcome of such arbitration.

IN WITNESS whereof the parties hereto have caused these presents
to be duly executed the day and year first above written.

SIGNED on behalf of THE LICENSOR    )
in the presence of:                 )

Name: __________________________      ____________________________
                                      AV PICTURES LIMITED
Date of Signature: _____________      Acting as Sales Agent for
                                      and on behalf of
                                      Celebration International
                                      Pictures [BVI] Limited




SIGNED on behalf of THE DISTRIBUTOR )
in the presence of:                 )

Name: __________________________      ____________________________

Date of Signature ______________




<PAGE>


                            SCHEDULE
                            --------

                           Deal Terms
                           ----------

Part I: The Film & The Authorised Language
------------------------------------------

The Film: "THE ARYAN COUPLE"

The Language: to include any authorised Language of the Territory
as granted herein in the dubbed or sub-titled versions thereof.

Part II: Territory / Licensed Rights / Licence Period / Holdback
----------------------------------------------------------------

The Territory: ............................

The Rights Granted:

<TABLE>
<CAPTION>
            Licenced           Holdback
--------------------------------------------------------------------------------------
<S>                            <C>   <C>
Theatrical                     30    days from first theatrical release in USA
--------------------------------------------------------------------------------------
Non-Theatrical                 0     months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Public Video/                  0     months from first theatrical release in Territory


Commercial Video
--------------------------------------------------------------------------------------
Home Video/DVD
--------------------------------------------------------------------------------------
            Home Rental        6     months from first theatrical release in Territory
--------------------------------------------------------------------------------------
            Home Sell-Through  6     months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Video Publishing Rights        12    months from first video release in Territory
--------------------------------------------------------------------------------------
Pay Per View                   12    months from first video release in Territory
--------------------------------------------------------------------------------------
Pay TV      Terrestrial        12              "    "
--------------------------------------------------------------------------------------
            Cable              12              "    "
--------------------------------------------------------------------------------------
            Satellite          24              "    "
--------------------------------------------------------------------------------------


EXCLUDING:
--------------------------------------------------------------------------------------
Video On Demand                12    months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Near Video On Demand           12    months from first theatrical release in Territory
--------------------------------------------------------------------------------------

Airline Rights                 ?     months from first theatrical release in USA
--------------------------------------------------------------------------------------
Ship Rights                    ?     months from first theatrical release in USA
--------------------------------------------------------------------------------------
Hotel Rights                   12    months from first theatrical release in Territory
--------------------------------------------------------------------------------------
Internet/Interactive Rights    ?     months from first theatrical release in Territory
--------------------------------------------------------------------------------------
</TABLE>





The Licence Period: ........(    ) years from Licensor's written
Notice to Distributor of availability to effect Initial Delivery
on the Film.


<PAGE>


In respect of Theatrical Rights:
-------------------------------

Theatrical Release Date shall be not later than 6 (six) months
from Delivery without Licensor's written approval and in the
event of a United States Theatrical release, Distributor agrees
to hold back release until 30 (thirty) days following the first
United States Theatrical exhibition of the Film.

Minimum Print Order shall be      }    To be agreed at the time of
                                       screening the film and its
Maximum Print Order shall be      }    subject to Licensor's prior
                                       approval not to be unreasonably
Key Cities to include             }    withheld.

In respect of Videogram Rights:

Minimum Retail Price shall be     }    To be agreed at the time
                                       of screening the film and
Minimum Wholesale Price shall be  }    is subject to Licensor's prior
                                       approval not to be
Video Release Date shall be       }    to be unreasonably withheld.
Promo/discount/free sample
  maximum                         }


Part III:  Reserved
-------------------
  *    Merchandising Rights
  *    Commercial Rights
  *    Radio Rights
  *    Stage Rights
  *    Literary Publication Rights
  *    Soundtrack Rights
  *    Music Publishing Rights
  *    Multimedia Rights
  *    Internet/Interactive Rights
  *    Optical Rights
  *    Airline and Shipping Rights
  *    Military Rights
  *    Hotel Rights

And all other rights not specifically granted in Part II above
including all rights and methods and exercising Licensed Rights
not invented or contemplated at the date hereof.


Part IV:  The Advance/Minimum Guarantee
---------------------------------------

Amounts:  US$    ,l000: (Thousand United States Dollars).

Payment Schedule:

     a)   20%,  namely US$,000:  (  Thousand U.S.  Dollars)  by
          wire transfer upon Signature of this Agreement and due
          in any event not later than    ; and

     b)   80% , namely US$,000:  (  Thousand U.S. Dollars) by
          wire transfer upon Licensor's written Notice to
          Distributor of Initial Delivery on the Film but due in
          any event not later than    200....



<PAGE>

Account Details for payments:      [TO BE ADVISED]

Account Name:

Account Number:

Address:

Swift Address:

Part V: Delivery Materials
--------------------------

Such pre-print, publicity, advertising and other materials
suitable for use in the commercial exploitation of the Film, as
are notified by the Licensor in the Notice of Initial Delivery,
to be available for Delivery pursuant to clause 6 of the main
Agreement.

Part VI: Allocation of Gross Receipts
-------------------------------------

1.   From the Gross Receipts derived from the exploitation of the
     Theatrical Film Rights the Non- Theatrical Film Rights and
     the Public Video Rights Distributor shall first be entitled
     to the Recoupable Distribution Costs. Without prejudice to
     paragraph 4 below the balance of the Gross Receipts
     remaining shall be divided as to ...% ( percent) to Licensor
     and ...% ( percent) to Distributor; the Distributor shall
     not be entitled to charge or deduct an overhead charge in
     respect to the Film it being understood and agreed that such
     overhead charges are for the account of the Distributor
     absolutely.

2.   From the Gross Receipts derived from the exploitation of
     the Videogram Sell- Through and Videogram Rental Rights
     Distributor shall first be entitled to deduct and retain
     therefrom Recoupable Distribution Costs and, where
     applicable, an amount equal to any shortfall by which
     Recoupable Distributor Costs exceed Gross Receipts derived
     from the exploitation of Theatrical Rights, Non- Theatrical
     Rights and Public Video Rights of the Film. From the
     receipts remaining thereafter Distributor shall pay to
     Licensor % ( percent) of the wholesale and/or retail revenue
     of each and every Videogram sold or rented without deduction
     or diminution whatsoever. On the exercise and exploitation
     of the Videogram Sell- Through Rights the Distributor shall
     pay to the Licensor % ( percent) of the wholesale and/or
     retail revenue of each and every Videogram sold without
     deduction or diminution whatsoever .

3.   From the Gross Receipts derived from the exploitation of
     Television Rights and the Demand View Rights Distributor
     shall first be entitled to deduct and retain therefrom
     Recoupable Distribution Costs and, where applicable, an
     amount equal to any shortfall by which Recoupable
     Distribution Costs incurred from exploitation of the Film by
     exercise of the Theatrical Rights and Non- Theatrical Rights
     exceed Gross Receipts derived from the exploitation of the
     Film by the exercise of the Theatrical Rights Non-
     Theatrical Rights and Videogram Rights to the extent that
     they have not already been recovered under the terms of
     paragraph 2 above. From the receipts remaining Distributor
     shall pay to the Licensor % ( percent) of the Gross
     Receipts.


<PAGE>

4.   Notwithstanding the provisions of paragraphs 1, 2 and
     3 above, prior to remitting payments due to Licensor
     thereunder, Distributor shall be entitled to recover
     from Gross Receipts an amount equal to the Advance
     and/or Minimum Guarantee paid to Licensor. Such amount
     shall be applied against Gross Receipts due to Licensor
     from revenues derived from exploitation of the Licensed
     Rights.









































<PAGE>


                            APPENDIX
                            --------

DEFINITIONS

Part 1: General
---------------

"Additional Materials" Means:   the materials to be delivered to
                                Distributor in accordance with Clause V of
                                the Schedule.

"Advance"-and/or
"Minimum Guarantee" Means:      such sums paid or payable to Licensor (or
                                Licensor's principal) in accordance with
                                Part IV of the Schedule against those sums
                                due to Distributor in accordance with Part
                                VI of the Schedule.

"Affiliate" means:              any person including any officer, director,
                                employee, partner , subsidiary, agent or
                                shareholder controlled by or associated
                                with a party to this Agreement.

"AFMA Rules" means              the Rules of International Arbitration of
                                the American Film Marketing Association.

"Agreement Term" means:         The Agreement Term starts and ends on
                                the dates relating to licence periods set
                                forth in the Deal Terms except in case of
                                extension per Paragraph 21 or early
                                termination per Paragraphs 16or22.

"Authorised Languages" Means:   the languages specified in Part II of the
                                Schedule which are authorised for dubbing
                                or sub-titling purposes in relation to
                                Distributor's exercise of the Licensed
                                Rights.

"Controlled Theatre" means:     A theatre in which Distributor,
                                any Distributor Affiliate, or any officer,
                                director, partner, owner or shareholder
                                owning more than 10% of any of them, has
                                any interest, direct or indirect, in its
                                ownership or operation.

"Deal Terms" means:             the provisions set out in the Schedule to
                                this Agreement.

"Delivery Materials" means:     the materials to be delivered to
                                Distributor in accordance with Clause 6 and
                                as provided in Part V of the schedule

"Direct Consumer level" means:  the level of Videogram distribution at which
                                Videograms are sold or rented directly to
                                the paying public.  The Direct Consumer
                                Level includes the sale or rental of
                                Videograms by means of retail outlets, mail
                                order, video clubs, and similar methods.
                                Where


<PAGE>



                                Public Video rights are licensed, the Direct
                                Consumer Level also includes the authorised
                                public performance, exhibition, or diffusion
                                of Videograms in accordance with the such
                                Licensed Right. Distributor will not be
                                deemed to be engaged in distribution at the
                                Direct Consumer Level unless such
                                distribution is performed by a Distributor
                                Affiliate, or unless Distributor
                                participates in the profits from such
                                distribution, and then only to the extent
                                of such participation.

"First Negotiation" means:      provided that Distributor is then
                                actively engaged in the distribution business
                                on a financially secure basis, Licensor will
                                negotiate with Distributor in good faith for
                                a period of ten (10) days before entering into
                                negotiations regarding the matter with any
                                other person. If no agreement is reached
                                within this time period, then Licensor will be
                                free to stop negotiations with Distributor and
                                then to negotiate and conclude an agreement
                                regarding the proposed matter with any
                                other person on any terms.

"Force Majeure" means:          Any fire, flood, earthquake, or public
                                disaster; strike, labour dispute or unrest;
                                unavailability of any major talent committed
                                to the Product; unavoidable accident;
                                breakdown of electrical or sound equipment
                                failure to perform or delay by any laboratory
                                or supplier; delay or lack of transportation;
                                embargo, riot, war, insurrection or civil
                                unrest; any Act of God including inclement
                                weather; any act of legally constituted
                                authority; or any other cause beyond
                                the reasonable control of Licensor.

"Holdback" means:               the period in respect of which the Film shall
                                not be exhibited or otherwise dealt with by
                                or on behalf of the Distributor and/or Licensor
                                in the Licensed Right or Reserved Right prior
                                to the expiry of the period set out in Part II
                                and/or III of the Schedule in relation to such
                                Right or such longer period as may be required
                                by local legislation.

"Initial Delivery" means:       notice of initial delivery to Distributor of
                                Initial Materials as provided in Clause 6.2.

"Initial Materials" means:      those materials to be delivered to Distributor
                                in accordance with Clause 6.1.

"License Period" means:         those periods during which Distributor may
                                exercise the Licensed Rights (subject to
                                applicable Holdbacks and expiry of the
                                Agreement Term) set out in Part II of the
                                Schedule.

"Licensed Rights" means:        those rights in relation to the Film which
                                Distributor is entitled to exercise in
                                accordance with this Agreement and specified in
                                Part II of the Schedule.

"Minimum Retail Price" means:   the price, if any, contained in the Deal
                                Terms below which


<PAGE>

                                Distributor will not exploit or authorise
                                exploitation of Videograms to the consumer
                                without notice of Licensor's approval.

"Minimum Wholesale Price"
means:                          the price, if any, contained in the Deal Terms
                                below which Distributor will not exploit or
                                authorise exploitation of Videograms at the
                                Wholesale Level.

"Motion Picture" means:         an audio-visual work consisting of a
                                series of related images which, when shown in
                                succession, import an impression of motion,
                                with accompanying sound.

"Playdate" means:               One or more telecast of the Film during a
                                twenty-four (24) hour period over the non-
                                overlapping telecast facilities of an
                                authorised telecaster such that the Film is only
                                capable of reception on television receivers
                                within the reception zone of such telecaster
                                during such period.

"Publicity Rights" means:       (i)     To advertise, publicise, and
                                        promote the Film;

                                (ii)    To include in all such advertising,
                                        promotion or publicity the name, voice
                                        and likeness of any person rendering
                                        materials on the Film but not as an
                                        endorsement for any product or service
                                        other than the Film;

                                (iii)   To include before the beginning or
                                        after the end of the Film the credit
                                        or logo for Distributor;

                                (iv)    to use and perform any and all music,
                                        lyrics and musical compositions
                                        contained in the Film and/or recorded
                                        in the sound track thereof in
                                        connection with the distribution,
                                        exhibition, advertising, publicising
                                        and exploitation of the Film;

                                (v)     to cause trailers of the Films and
                                        prints thereof to be manufactured,
                                        exhibited and distributed by any means
                                        now known or hereafter invented;

                                (vi)    to print publish and distribute to the
                                        public (but not for sale) synopses or
                                        resumes not exceeding 7,500 words in
                                        length of the story of the Film for
                                        the purpose of promotion and
                                        advertising of the Film;

                                (vii)   to reproduce and display any still
                                        photographs delivered by Licensor
                                        hereunder for the purpose of promotion
                                        and advertising of the Film;

                                (viii)  to use and licence the use of excerpts
                                        from the Film for the purpose of
                                        promotion and advertising of the Film.

"Recoupable Distribution
Cost" means:                    Those costs defined in clause 12 of this
                                Agreement

"Run" means:                    One (1) telecast of the Film during a
                                twenty-four (24) hour period over the non-
                                overlapping telecast facilities of an
                                authorised telecaster such that the Film is
                                only capable of reception on television
                                receivers within the reception zone of
                                such telecaster once during such period. A
                                simultaneous telecast over several
                                interconnected local stations (i.e. on a
                                network)


<PAGE>
                                constitutes one ( 1 ) telecast; a telecast
                                over non-interconnected local stations whose
                                signal reception areas do not overlap
                                constitutes a telecast in each station's
                                local broadcast area.

"Territory" means:              The country(ies) listed in the Deal
                                Terms as its/their political borders exist on
                                the date of this Agreement. The Territory
                                excludes airlines-in-flight and ships-at-sea
                                located within the Territory. In exploiting
                                the Licensed Rights the Territory also
                                excludes the countries' non-contiguous
                                territories and possessions.

                                "If during the Agreement Term an area
                                separates from a country in the Territory
                                then the Territory will nonetheless include
                                each separating area which formed one
                                political entity as of the date of this
                                Agreement. If during the Term an area is
                                annexed by a country in the Territory then
                                Distributor will promptly give Licensor
                                notice whether Distributor desires to exploit
                                any Licensed Right in such new area. Licensor
                                will then accord Distributor a right of First
                                Negotiation to acquire such Licensed Right in
                                the area for the remainder of its License
                                Period subject to rights previously granted
                                to other persons in such area.

"Theatrical Release" means:     the earlier of: (i) the date
                                on which the Film is first exhibited in
                                theatres, including mini-theatres and MTV
                                theatres, within the Territory to the paying
                                public, including screenings to qualify for
                                awards presentations by authority of
                                Distributor; or (ii) the date if specified in
                                the Deal Terms on which Distributor must
                                cause the Theatrical Release of the Film in
                                the Territory; or (iii) six (6) months after
                                Notice of Initial Delivery .

Video Release" means:           the earlier of: (i) the date on
                                which Videograms embodying the Film are first
                                sold or rented to the paying public in the
                                Territory for home video use by authority of
                                Distributor; (ii) the date if specified in
                                the Deal Terms on which distributor must
                                cause the Video Release of the Film in the
                                Territory; (iii) one ( 1) month after the end
                                of the earliest Video Holdback; or (iv) if
                                there is no Theatrical Release of the Film in
                                the Territory, six (6) months after notice of
                                Initial Delivery .

"Wholesale level" means:        the level of Videogram distribution
                                from which Videograms are supplied directly
                                to retailers for ultimate sale or rental to
                                the paying public. The Wholesale Level may
                                include intermediate distribution levels
                                between the manufacturer and the retailer ,
                                such as rack jobbers and the like, if such
                                distribution is performed by a Distributor
                                Affiliate, or if Distributor participates in
                                the profits from such intermediate
                                distribution, but then only to the extent of
                                such participation.

"Videogram" means:              a copy of any description whether now
                                existing or hereafter devised (including
                                without limitation copies in so-called
                                "videocassette", "digital versatile disc",
                                "laserdisc" or video-CD" formats) bearing or
                                used for reproducing a film including the

<PAGE>



                                sound track thereof intended to be viewed by
                                means of a playback device connected to or
                                forming part of a television receiver or
                                similar device.

"Video Publishing Rights"
means:                          the packaging of the Videogram
                                together with a print publication at stand-
                                alone retail units including, but not limited
                                to, newspaper stands, kiosks, petrol stations
                                and vending machines. For the avoidance of
                                doubt it is understood and agreed that any
                                sale of the Film only at such stand-alone
                                retail units shall be deemed part of the
                                Video Sell-Through Rights and any receipts
                                deriving therefrom shall be allocated
                                accordingly.

Part 2: Rights
--------------

"Airline and Shipping Rights"
means:                          to exhibit and perform the Film in any gauge
                                or width and by any means in airlines flying
                                the flag of any country in the Territory ( "
                                Airline Rights" ) and in ocean-going ships
                                flying the flag of any country in the
                                Territory, oil rigs and similar offshore
                                installations ("Shipping Rights")

"Commercial Rights" means:      to arrange for the exploitation,
                                advertising, promotion or marketing of the
                                Film in conjunction with the exploitation,
                                advertising, promotion or marketing of any
                                other product or service (including for the
                                avoidance of doubt and without limitation
                                exploitation of all so-called "sponsorship"
                                and "tie-in" rights as such terms are
                                understood in the film industry)

"Demand View Rights" means:     (i) to transmit broadcast or disseminate the
                                Film by any means now known or hereinafter
                                invented for reception or down-loading on
                                television receivers or similar devices where
                                the viewer has selected the Film from a
                                library or similar wide selection of a
                                variety of films in such a manner that the
                                exact viewing schedule and frequency may be
                                controlled by the viewer (but excluding
                                exploitation of the Internet Rights) (the
                                "Video on Demand Rights")

                                (ii) to transmit broadcast or disseminate the
                                Film by any means now known or hereafter
                                invented for reception or downloading on
                                television receivers or similar devices where
                                the viewer has selected the Film from a
                                library or similar wide selection of a
                                variety of films in such a manner that the
                                approximate viewing schedule and frequency
                                may be controlled by the viewer (but
                                excluding exploitation of the Internet
                                Rights) (the "Near Video on Demand Rights")

                                (iii) to transmit broadcast or disseminate
                                the Film by any means now known or hereafter
                                invented for reception or downloading on


<PAGE>


television receivers or similar devices where an individual
charge is made to the viewer for the right to view the particular
broadcast of the Film at a time designated by the broadcaster for
each viewing {but excluding exploitation of the Internet Rights)
{the "Pay Per View Rights")

"Free Television Rights"
means:                          (i) to exploit the Film by means of an uplink
                                broadcast to a satellite and its downlink
                                broadcast to terrestrial satellite reception
                                dishes for viewing on television receivers in
                                private living places located in the immediate
                                vicinity of their reception dishes without a
                                charge to the viewer for the privilege of
                                viewing the Film provided that for this purpose
                                government satellite dish or television receiver
                                assessments or taxes {but not charges levied by
                                an exploiter of Pay Television Rights or Demand
                                View Rights) will not be deemed to be a charge
                                to the viewer (but excluding exploitation of
                                the Internet Rights) (the "Satellite Free
                                Television")

                                (ii) to exploit the Film by means of
                                transmission by coaxial or fibre optic cable or
                                any other fixed link for reception on
                                television receivers in private living places
                                without a charge to the viewer for the
                                privilege of viewing the Film provided that for
                                this purpose government television receiver
                                assessments or taxes (but not charges levied by
                                an exploiter of Demand View Rights or Pay
                                Television Rights) will not be deemed a charge
                                to the viewer (but excluding exploitation of
                                the Internet Rights) (the "Cable Free
                                Television Rights")

                                (iii) to exploit the Film by means of an over
                                the air broadcast from terrestrial transmitters
                                for reception on television receivers in
                                private living places without a charge to the
                                viewer for the privilege of viewing the Film
                                provided that for this purpose government
                                television receiver assessments or taxes (but
                                not charges levied by an exploiter of the
                                Demand View Rights or the Pay Television
                                Rights) will not be deemed a charge to
                                the viewer (but excluding exploitation of the
                                Internet Rights) (the "Terrestrial Free
                                Television Rights")

"Internet Rights" means:        to disseminate electronically the Film
                                or part thereof or any version of the Film
                                created pursuant to the exercise of the
                                Multimedia Rights or the Optical Rights, in
                                combination with associated text, sound, music,
                                music effects, stills and moving images on any
                                and/or on-line services and networks
                                irrespective of the platform or software
                                whether referred to as "Internet" "Intranet"
                                Extranet" or otherwise, and whether made
                                available through any system of collation and
                                distribution known as a web site or otherwise.

"Licensed Right" means:         those rights in relation to the Film
                                which Distributor is entitled to


<PAGE>

exercise in accordance with this Agreement and specified in Part
II of the Schedule.

"Literary Publication Rights"
means:                          to write or cause to be written, and to
                                print publish and sell in book or other
                                printed forms or so-called "talking book"
                                forms (as such terms are understood in the
                                film industry) or forms related thereto, the
                                screenplay of the Film, the underlying
                                material upon which the Film is based and
                                adaptations based on the foregoing

"Merchandising Rights" means:   (i) to exercise all so-called "merchandising
                                rights" (as such terms are understood in the
                                film industry) including, without limitation,
                                the manufacture and/or sale (or the licensing
                                thereof) of goods, comic strips and printed
                                matter of all kinds and articles or services
                                of any type reproducing, depicting or
                                decorated with the characters, scenes or
                                incidents of the Film, or articles appearing
                                in the Film or logos and designs used in
                                connection with the advertising or publicity
                                of the Film and to protect such manufacture
                                and/or sale by registration in its own name
                                or otherwise as may be available in the
                                Territory and includes the right to grant
                                licences for the manufacture marketing
                                distribution promotion publication and
                                performance of any article or other matter
                                whatsoever based upon or derived from the
                                original concept and novel ideas for
                                characters appearing in the Film.

"Military Rights" means:        to exhibit and perform the Film in
                                any gauge or width and by any means in any
                                military or governmental establishment, base,
                                organisation, installation or construction
                                camp flying the flag of any country in the
                                Territory.

"Multimedia Rights" means:      to adapt the Film and/or the sound
                                track thereof or part thereof into a version
                                utilising more than one media of expression,
                                including additional sound, vision, text
                                computer programs or graphics of any nature,
                                and to exploit such version by any means now
                                known or hereafter invented.

"Music Publishing Rights"
means:                          to publish, print, sell and
                                exploit the musical compositions embodied in
                                the sound track of the Film, including but
                                not limited to the score, whether in the form
                                or ordinary sheet music edition or part of a
                                folio or album or in any other printed form
                                and to authorise other persons to do so.

"Non-Theatrical Rights" means:  to exhibit and perform the
                                Film non-theatrically in any gauge or width
                                and by any means now known (including
                                Videograms) or hereafter invented in venues
                                such as (without limitation) clubs,
                                educational, religious or charitable
                                institutions, prisons, hospitals, hotels, and
                                other establishments not considered as
                                commercial

<PAGE>


                                cinemas.

"Optical Rights" means:         with respect to any
                                version of the Film created pursuant to the
                                exercise of the Multimedia Rights, to create
                                distribute or otherwise exploit all
                                electronic mechanical or other devices
                                whether now known or hereafter devised,
                                and/or all software programs therefor whether
                                now known or hereafter devised embodying such
                                version in whole or in part which permit
                                interactivity between the user and the device
                                in the viewing or use of such version
                                including without limitation personal
                                computer systems, arcade games, holographic
                                systems, so called "virtual reality" systems,
                                CD-ROMs, CD-Is and console systems.

"Pay Television Rights" means:  (i) to exploit the Film by
                                means of an uplink broadcast of a coded
                                signal to a satellite and its downlink
                                broadcast to terrestrial satellite reception
                                dishes for viewing on television receivers
                                located in the immediate vicinity of their
                                reception dishes where charges are made to
                                viewers in private living places for use of a
                                decoding device to view a channel that
                                broadcasts the Film along with other
                                programming (but excluding exploitation of
                                the Internet Rights) (the "Satellite Pay
                                Television Rights")

                                (ii) to exploit the Film by means of
                                transmission of an encoded signal on coaxial
                                or fibre optic cable or any other fixed link
                                for reception on television receivers where a
                                charge is made to viewers in private living
                                places for use of a decoding device to view a
                                channel that transmits the Film along with
                                other programming (but excluding exploitation
                                of the Internet Rights) (the "Cable Pay
                                Television Rights")

                                (iii) to exploit the Film by means of encoded
                                over the air broadcast from terrestrial
                                transmitters for reception on television
                                receivers where a charge is made to viewers
                                in private living places for use of a
                                decoding device to view a channel that
                                broadcasts the Film along with other
                                programming (but excluding exploitation of
                                the Internet Rights) (the "Terrestrial Pay
                                Television Rights")

"Radio Rights" means:           to adapt the Film into dramatised form
                                and to broadcast by radio performances of
                                such dramatisations of the Film

Reserved Rights" means:         the rights in relation to the Film
                                reserved exclusively for Licensor and
                                specified in Part III of the Schedule

"Sound track Rights" means:     to make and sell sound recordings
                                on disc, tape or otherwise from the sound
                                track of the Film whereby the same may be
                                separately performed and to perform such
                                sound recordings in public and to broadcast
                                and transmit by television and radio of all
                                kinds and by any media now known or hereafter
                                invented by which such sound recordings may
                                be disseminated.

<PAGE>


"Stage Rights" means:           to adapt the Film into a dramatic
                                work (including musical versions thereof) and
                                to perform such dramatic works in public.

"Television Rights" means:      to exploit the Pay Television
                                Rights and the Free Television Rights (but
                                for the avoidance of doubt not exploiting the
                                Demand View Rights or the Internet Rights)

"Theatrical Rights" means:      to exhibit and perform the
                                Film theatrically, in any gauge or width and
                                by any means now known or hereafter invented
                                in such venues as including (without
                                limitation) commercial cinemas or theatres or
                                any places licensed for the exhibition of
                                films to members of the public.

"Videogram Rights" means:       to manufacture, distribute and
                                exploit Videograms of the Film of any kind
                                now known or hereafter invented (i) for sale
                                or rental thereof to members of the public
                                for private home viewing (to be referred to
                                respectively as "Videogram Sell- Through
                                Rights" and "Videogram Rental Rights" or (ii)
                                for exhibition in a theatre or like
                                establishment which charges an admission to
                                view the Videogram but which is not licensed
                                as a traditional motion picture theatre
                                ("Public Video Rights")

<PAGE>