Business Consulting agreement


         Agreement  made  as of  February  25,  2001,  by and  between  Monogram
Pictures,  Inc.("Contractor"),   a  Nevada  Corporation,  and  Tim  Pinchin,  an
Individual,  who's place of business is Santa Barbara, with principal offices at
742 Calle Alella Santa Barbara, CA, 93109.

                                   WITNESSETH

         WHEREAS,  Tim  Pinchin is a Business  Consultant  engaged in  Corporate
Restructuring of Publicly Traded Companies and

         WHEREAS,  Client is a public  company  engaged  in Movie  Archives  and
Classic Film distribution ; and

         WHEREAS,  Contractor  requires  expertise  in  the  area  of  Corporate
Restructuring to support its business and growth; and

         WHEREAS,  Tim Pinchin has  substantial  contacts  among  members of the
Business Consulting community, Business Consulting expertise, and desires to act
as a consultant to provide Corporate Restructing and other advisory services.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises  and  covenants  contained  herein  and  subject  specifically  to  the
conditions thereof, and intending to be legally bound thereby, the parties agree
a follows:

1.  Certain Definitions.

When used in this  Agreement,  the following terms shall have meanings set forth
below:

            1.1 Affiliate - any person or entities controlled by a party.

            1.2 Contractor  - the  Contractor  who  uses  the  services  of  Tim
                Pinchin.

            1.3 Contractor  Clients  - the  Contractor's  clients  who  use  the
                services of Tim Pinchin through the Contractor.

            1.4 Contact  Person - The person who shall be primarily  responsible
                for carrying out the duties of the parties hereunder. Contractor
                and Tim  Pinchin  shall  each  appoint  a  Contact  Person to be
                responsible for their respective  duties.  In the event that one
                party gives notice to the other party in writing,  that in their
                reasonable opinion, the other party's Contact Person is not able
                to fulfill  their duties and  responsibilities  hereunder,  both
                parties shall mutually  agree upon a replacement  Contact Person
                within ten (10) days of said notice.


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            1.5 Extraordinary Expenses - expenses that are beyond those expenses
                that are usual, regular, or customary in the conduct of in-house
                activities in fulfillment of the scope of the agreement.

            1.6 Equity  -  cash,  securities  or  liquid  assets,   specifically
                excluding real property.

            1.7 Payment or Payable in Kind -  distribution  of the proceeds of a
                transaction  in the  same  type  and  form  as it was  given  as
                valuable consideration for the transaction.

2.  Contact Persons.

            The Contact Person for Contractor is:
                        Mr. Ken Mason,
                        777 N Palm Canyon Dr,
                        Palm Springs, CA

            The Contact Person for Tim Pinchin is:
                        Mr.Tim Pinchin
                        742 Calle Alella,
                        Santa Barbara, CA

3.  Services to be Rendered by Tim Pinchin.

            Services to be rendered by Tim Pinchin are as follows:

            3.1 Advice and Counsel.

              Tim Pinchin will provide advice and counsel regarding Contractor's
              strategic business and financial plans,  strategy and negotiations
              with   potential   lenders/investors,   merger   and   acquisition
              candidates,   joint  venturers,   corporate  partners  and  others
              involving the core business and related transactions.

            3.2 Additional Duties.

              Contractor   and  Tim  Pinchin  shall   mutually  agree  upon  any
              additional  duties which Tim Pinchin may provide for  compensation
              paid  or  payable  by  Contractor   under  this  Agreement.   Such
              additional  agreement(s)  may, although there is no requirement to
              do so, be  attached  hereto  and made a part  hereof  as  Exhibits
              beginning with Exhibit A.

            3.6 Best Efforts.

              Tim  Pinchin  shall  devote  such time and best  efforts as may be
              reasonably necessary to perform the required services. Tim Pinchin
              is not  responsible  for the performance of any services which may
              be  rendered  hereunder  without  the  Contractor   providing  the


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              necessary  information prior thereto. Tim Pinchin cannot guarantee
              results on behalf of  Contractor,  but shall  pursue  all  avenues
              available  through a network of business  consulting and financial
              contacts. At such time as an interest is expressed in Contractor's
              needs,  Tim Pinchin shall notify  Contractor  and advise it as the
              source  of such  interest  and any terms  and  conditions  of such
              interest.  The acceptance and  consummation  of any transaction is
              subject to acceptance of the terms and  conditions by  Contractor.
              It is  understand  that a portion of the  compensation  to be paid
              hereunder is being paid by Contractor  to have Tim Pinchin  remain
              available to assist it with transactions on an as needed basis.

4.  Compensation to Tim Pinchin.

            4.1 Initial Fee.

              Contractor  shall pay Tim  Pinchin an initial  fee of one  million
              free trading shares of the companies share capital, as payment for
              Tim Pinchin's initial setup activities which are necessary for Tim
              Pinchin  to  provide  the  services   herein.   Payment  shall  be
              considered in arrears if not received by the tenth (10th) business
              day  following  execution  of this  Agreement.  This fee  shall be
              earned by Tim Pinchin upon execution of this Agreement and no part
              of it shall be refundable to Contractor.


            4.2 Monthly Fees:

              Contactor shall pay Tim Pinchin a monthly fee of $20,000.00 USD.

            4.3 Additional Fees.

              Contractor   and  Tim  Pinchin  shall   mutually  agree  upon  any
              additional  fees  which  Contractor  may  pay  in the  future  for
              services  rendered  by Tim  Pinchin  under  this  Agreement.  Such
              additional  agreement(s) may, although there is not requirement to
              do so, be  attached  hereto  and made a part  hereof  as  Exhibits
              beginning with Exhibit A.

            4.3 Optional Form of Payment.

              Contractor  shall pay  interest  on all payment in arrears due Tim
              Pinchin at the rate of ten percent (10%) per annum.

              Tim  Pinchin  may,  at the time for each  payment  and at his sole
              option, elect to receive all or a portion of said fees in the form
              of  securities   equity,  or  financing   instruments   issued  by
              Contractor to Tim Pinchin on terms agreed upon by  Contractor  and
              Tim Pinchin in writing.
                         Initial                       Initial
              ----------                    ----------

            4.4 Extraordinary Expenses.

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              Extraordinary  expenses  of Tim  Pinchin  shall  be  submitted  to
              Contractor for approval prior to expenditure  and shall be paid by
              Contractor,  within  ten  (10)  business  days of  receipt  of Tim
              Pinchin's request for payment.

            4.5 Finder's Fee.

                  4.5.1    In the event Tim Pinchin  introduces  Contractor or a
                           Contractor  affiliate  to  any  third  party  funding
                           source  including  underwriters,  or  merger  partner
                           which results in the introduced parties arriving at a
                           mutual  funding,  underwriting  or merger  agreement,
                           Contractor  hereby  agrees  to  pay  Tim  Pinchin  an
                           advisory  fee  of Ten  percent  (10%)  of  the  gross
                           proceeds derived from such funding,  payable upon the
                           consummation  of such funding or  underwriting,  even
                           though the term of this Agreement may have expired.

                  4.5.2    Contractor hereby directs and authorizes such funding
                           source(s) or  underwriter(s) to pay said advisory fee
                           directly  to, or to direct a third party  escrow,  if
                           applicable, to make payment directly to Tim Pinchin.

                  4.5.3    Tim Pinchin may, at its sole option, elect to receive
                           all or a portion of said advisory fee as a payment of
                           kind,  i.e.  prorata  in the  same  form  and type of
                           securities,  equity, or financing  instruments issued
                           to the funding  source or  underwriter by Contractor.
                           In the event the  exercise of this option  results in
                           additional expense over and above the expenses of the
                           funding  and/or  underwriting,  then  the  additional
                           expenses shall be borne by Tim Pinchin.  In addition,
                           the exercise of this option by Tim Pinchin  shall not
                           impede or  otherwise  have a  negative  effect on the
                           funding or underwriting.

                  4.5      Interest on Funds Due:

                           All  outstanding  unpaid debts shall have an interest
                           rate of 10% per annum.


         5.  Indemnification.

                  Each  party  shall  hold the  other  party  harmless  from and
              against,  and shall indemnify the other party,  for any liability,
              loss, and costs, expenses or damages howsoever caused by reason of
              injury (whether to body, property,  personal or business character
              or  reputation)  sustained  by  any  person  or to any  person  or
              property by reason of any act or  neglect,  default or omission of
              it or any of  its  agents,  employees,  or  other  representatives
              arising out of or in relation to this Agreement. Nothing herein is
              intended to nor shall it relieve  either party from  liability for
              its own aft, omission or negligence.  All remedies provided by law
              or in equity shall be cumulative and not in the alternative.

         6. Contractor Representations.

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         Contractor hereby represents,  covenants and warrants to Tim Pinchin as
follows:

              6.1 Authorization.

              Contractor  and  its  signatories   herein  have  full  power  and
              authority  to enter  into  this  Agreement  and to  carry  out the
              transactions contemplated hereby.

              6.2 No Violation.

              Neither  the  execution  and  delivery of this  Agreement  nor the
              consummation of the transactions  contemplated hereby will violate
              any provision of the charter or by-laws of Contractor or, violate,
              or be in  conflict  with,  or  constitute  a  default  under,  any
              agreement or commitment to which Contractor is a party, or violate
              any statue or law or any judgment,  decree,  order,  regulation or
              rule of any court or governmental authority.

              6.3 Agreement in Full Force and Effect.

              All contracts,  agreements,  plans, leases,  policies and licenses
              referenced  herein to which Contractor is a party are valid and in
              full force and effect.

              6.4 Litigation.

              Except as set forth  below,  there is no  action,  suit,  inquiry,
              proceeding or investigation by or before any court or governmental
              or other regulatory or administrative agency or commission pending
              or, to the best  knowledge of  Contractor,  threatened  against or
              involving  Contractor,   or  which  questions  or  challenges  the
              validity of this Agreement and its subject matter;  and Contractor
              does not know or have any  reason to know of any  valid  basis for
              any such action, proceeding or investigation.

              6.5 Consents.

              No consent of any person,  other than the signatories  hereto,  is
              necessary to the  consummation  of the  transactions  contemplated
              hereby,  including,  without limitation,  consents from parties to
              loans,  contracts,  leases or other  agreements  and consents from
              governmental agencies, whether federal, state, or local.

              6.6 Tim Pinchin Reliance.

              That Tim Pinchin has and will rely upon the documents, instruments
              and  written   information   furnished   to  Tim  Pinchin  by  the
              Contractor's officers, or designated employees; and

                  6.6.1    Contractor Material.

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                           That  all  representations  and  statements  provided
                           about  the  Contractor  are  true  and  complete  and
                           accurate.   Contractor  agrees  to  indemnify,   hold
                           harmless,  and  defend  Tim  Pinchin,  its  officers,
                           directors,  agents  and  employees,  at  Contractor's
                           expense  for any  proceeding  or suit which may arise
                           out of any inaccuracy or  incompleteness  of any such
                           material  or  written  information  supplied  to  Tim
                           Pinchin; and

                  6.6.2    Contractor Client and Other Material.

                           That all  representations  and  statements  provided,
                           other than about the  Contractor  are, to be the best
                           of its knowledge, true and complete and accurate.

              7.  Services NOT EXPRESSED OR IMPLIED.

                  7.1  Contractor   acknowledges  that  this  Agreement  is  the
                  complete and total  Agreement and reflects the  understandings
                  of the parties to this Agreement, and that there are no verbal
                  or other agreements or  understandings in which Contractor has
                  an interest  which was or were made  explicitly  or  impliedly
                  with the understanding  that Tim Pinchin become a market-maker
                  in any  specific  securities  that  Contractor  or  Contractor
                  Clients had any type of interest in; and

                  7.2 That any payments  made herein to Tim Pinchin are not, and
                  shall not be construed as  compensation to Tim Pinchin for the
                  purposes   of  making  a  market,   to  cover  Tim   Pinchin's
                  out-of-pocket  expenses  for  making  a  market,  or  for  the
                  submission by Tim Pinchin of an  application  to make a market
                  in any securities; and

                  7.3 That no  payments  made  herein to Tim Pinchin are for the
                  purposes of affecting the price of any security or influencing
                  any market making functions, including but not limited to, bid
                  and ask quotations,  initiation and termination of quotations,
                  retail  securities  activities,  or for the  submission of any
                  application to make a market in a security.

                  7.4 That no  payments  made  herein to Tim Pinchin are for the
                  purposes of Capital Raising.

              8.  Confidentiality.

                           Tim  Pinchin  and  Contractor  each  agree to provide
                  reasonable security measures to keep information  confidential
                  whose  release  may  be  detrimental  to  the  business  to be
                  conducted   pursuant  to  this  Agreement.   Tim  Pinchin  and
                  Contractor  shall  each  require  their   employees,   agents,
                  affiliates,  subcontractors,  other  licenses,  and others who
                  will  properly  have  access to the  information  through  Tim
                  Pinchin  and  Contractor  respectively,  to first  enter  into
                  appropriate    non-disclosure    agreements    requiring   the
                  confidentiality contemplated by this Agreement in perpetuity.

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         9.  Miscellaneous Provisions.

                  9.1.1    Agreement and Notification.

                           Subject to  applicable  law,  this  Agreement  may be
                  amended, modified and supplemented by written agreement of Tim
                  Pinchin and Contractor or by their duly authorized  respective
                  officers.

                  9.1.2    Waiver of Performance.

                           Any  failure  of Tim  Pinchin,  on the one  hand,  or
                  Contractor  on the  other,  to  comply  with  any  obligation,
                  agreement  or  condition  herein  may be  expressly  waived in
                  writing,  but such  waiver of  failure to insist  upon  strict
                  compliance  with  such  obligation,   covenant,  agreement  or
                  condition  shall not operate as a waiver of, or estoppels with
                  respect to, any subsequent or other failure.

                  9.1.3    Expenses: Transfer Taxes, Etc.

                           Whether or not the  transaction  contemplated by this
                  Agreement shall be consummated, Tim Pinchin agrees to that all
                  fees and expenses incurred by Tim Pinchin,  in connection with
                  this  Agreement,  shall be borne by Tim Pinchin and Contractor
                  agrees that all fees and expense  incurred  by  Contractor  in
                  connection  with  the  this  Agreement  shall  be borne by the
                  Contractor, including, without limitation, all fees of counsel
                  and accountants.

                  9.1.4    Other Business Opportunities.

                           Except as expressly provided in this Agreement,  each
                  party hereto shall have the right  independently to engage in,
                  and receive the full benefits from business activities. In the
                  case of  business  which would be  competitive  with the other
                  party,  notice shall be given prior to this  entering into any
                  agreement  regarding the competitive  activity within ten (10)
                  days prior to engagement  herein.  The doctrines of "corporate
                  opportunity" or "business opportunity" shall not be applied to
                  another activity, venture, or operation of either party.

                  9.1.5    Compliance with Regulatory Agencies.

                           Each  party  represents  to the other  party that all
                  actions,   directly  or  indirectly,   taken  by  it  and  its
                  respective agents, employees and affiliates in connection with
                  this  Agreement  and any financing or  underwriting  hereunder
                  shall conform to all applicable  federal and state  securities
                  laws.

                  9.1.6    Notices.

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                           Any notices to be given hereunder by any party to the
                  other may be effected by personal  delivery,  in writing or by
                  mail,  registered  or certified,  postage  prepaid with return
                  receipt  requested.  Mailed  notices shall be addressed to the
                  parties  as  the  addresses   appearing  in  the  introductory
                  paragraph  of this  Agreement,  but any party may  change  his
                  address by written notice in accordance with this  subsection.
                  Notices delivered  personally shall be deemed  communicated as
                  of three (3) days after mailing.

                  9.1.7    Assignment.

                           This  Agreement  and all  provisions  hereof shall be
                  binding  upon and inure to the benefit of the  parties  hereto
                  and their  respective  successors and permitted  assigns,  but
                  neither  this  Agreement  nor any of the rights,  interests or
                  obligations  hereunder shall be assigned by any of the parties
                  hereto without the prior written consent of the other parties,
                  except by operation of law.

                  9.1.8    Delegation.

                           Neither party shall  delegate the  performance of its
                  duties under this Agreement  without the prior written consent
                  of the other party.

                  9.1.9    Publicity.

                           Neither  Tim  Pinchin  nor  Contractor  shall make or
                  issue,  or cause to be made or  issued,  any  announcement  or
                  written statement unilaterally regarding this Agreement or the
                  transactions  contemplated hereby or make any dissemination to
                  the  general  public  without  the prior  consent of the other
                  party.  This  provision  shall  not  apply,  however,  to  any
                  announcement or written  statement  required to be made by law
                  or  the  regulations  of any  federal  or  state  governmental
                  agency,   except   that  the  party   required  to  make  such
                  announcement  shall,  whenever  practicable,  consult with the
                  other  party   concerning  the  timing  and  content  of  such
                  announcement before such announcement is made.

                  9.1.10 Governing Law.

                           This  Agreement  and the  legal  relations  among the
                  parties   hereto  shall  be  governed  by  and   construed  in
                  accordance  with the laws of the State of California,  without
                  regard to its  conflict of law  doctrine.  Contractor  and Tim
                  Pinchin  agree  that if action is  instituted  to  enforce  or
                  interpret any provision of this Agreement,  then  jurisdiction
                  and venue shall be Santa Barbara, California.

                  9.1.11 Counterparts.

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                           This Agreement may be executed  simultaneously in two
                  or more  counterparts,  each  of  which  shall  be  deemed  an
                  original,  but of which together shall  constitute one and the
                  same instrument.

                  9.1.12 Headings.

                           The  headings of the Sections of this  Agreement  are
                  inserted for convenience  only and shall not constitute a part
                  hereof or affect in any way the meaning or  interpretation  of
                  this Agreement.

                  9.1.13 Entire Agreement.

                           This Agreement,  including any Exhibits  hereto,  and
                  any other documents and certificates delivered pursuant to the
                  terms hereof, set forth the entire agreement and understanding
                  of  the  parties  hereto  in  respect  to the  subject  matter
                  contained   herein  and  supersedes   all  prior   agreements,
                  promises,     covenants,     arrangements,     communications,
                  representations or warranties, whether oral or written, by any
                  officer, employee or representative or any party hereto.

                  9.1.14 Third Parties.

                           Except  as  specifically  set  forth or  referred  to
                  herein,  nothing  herein  expressed  or implied is intended or
                  shall be  construed  to confer  upon or give to any  person or
                  corporation other than the parties hereto and their successors
                  or assigns,  any rights or remedies under or by reason of this
                  Agreement.

                  9.1.15 Attorneys' Fees and Costs.

                           If any action is  necessary  to enforce  and  collect
                  upon the terms of this Agreement,  the prevailing  party shall
                  be  entitled  to  reasonable  attorneys'  fees and  costs,  in
                  addition  to any  other  relief  to which  that  party  may be
                  entitled.  This provision  shall be construed as applicable to
                  the entire Agreement.

                  9.1.16 Survivability.

                           If any part of this Agreement is found,  or deemed by
                  a  court  of   competent   jurisdiction,   to  be  invalid  or
                  unenforceable, that part shall be severable from the remainder
                  of this Agreement.

                  9.17 Further Assurances.

                           Each  of  the  parties  agrees  that  it  shall  from
                  time-to-time  take such  actions and execute  such  additional
                  instruments as may be  reasonable,  necessary or convenient to
                  implement  and  carry  out  the  intent  and  purpose  of this
                  Agreement.



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                  9.18 Right to Data After Termination.

                           After termination of this Agreement, each party shall
                  be entitled to copies of all information acquired hereunder as
                  of the date of termination and not previously furnished to it.

                  9.19 Relationship to the Parties.

                           Nothing  contained in this Agreement  shall be deemed
                  to  constitute  either  party the  partner of the other,  nor,
                  except as otherwise hereon expressly  provided,  to constitute
                  either  party  as the  agent or  legal  representative  of the
                  other, nor to create any fiduciary  relationship between them.
                  It  is  not  the  intention  of  the  parties  to  create  any
                  commercial or other partnership.  Neither party shall have any
                  authority   to  act   for  or   assume   any   obligation   or
                  responsibility  on  behalf  of  the  other  party,  except  as
                  otherwise  expressly provided herein.  The rights,  duties and
                  obligations  and  liabilities  of the parties shall be several
                  and not joint  and  collective.  Each  party  hereto  shall be
                  responsible  only for its  obligations and  liabilities.  Each
                  party  shall be  liable  only for its  share of the  costs and
                  expenses  as  provided  herein.  Each party  shall  indemnify,
                  defend,  and hold  harmless,  the other party,  its directors,
                  officers,  and employees  from and against any and all losses,
                  claims,  damages and liabilities arising out of any act or any
                  assumption of liability by the  indemnifying  party, or any of
                  its directors,  officers or employees,  done or undertaken, or
                  apparently  done or undertaken,  on behalf of the other party,
                  except pursuant to the authority  expressly  granted herein or
                  otherwise  agreed in writing  between the parties.  Each party
                  shall  be   responsible   for  the  acts  of  its  agents  and
                  affiliates.

         10.End of Agreement and Termination.

                           This Agreement shall be effective upon execution, and
                  shall  continue  for  Twelve  (12)  months  unless  terminated
                  sooner, be either party, upon giving to the other party thirty
                  (30) days' written notice, after which time, this Agreement is
                  terminated. Tim Pinchin shall be entitled to any finder's fees
                  for funding or  underwriting  commitments  entered into within
                  one (1) year after the  termination  of this Agreement if said
                  funding  or  underwriting  was  the  result  of Tim  Pinchin's
                  efforts prior to the termination of this Agreement.








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         IN WITNESS HEREOF,  the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first written above.

Contractor


By:

/s/DONNA ANDERSON
----------------------------------------
Chairman, Monogram Pictures, Inc.



TIM PINCHIN an Individual


By:/s/TIM PINCHIN
   -------------------------------------

Tim Pinchin