LITERARY OPTION/PURCHASE AGREEMENT

This Agreement consists of the Deal Terms and Schedule 1-"Standard Terms
and Conditions" and Exhibit B-"Author's Sequels" attached here to
(collectively, the "Agreement Documents").
A. PARTIES:
("Owner") on the one hand, and
("Producer") on the other hand.
B. WORK: The
by Owner entitled ''
'' ("Work").
C. PICTURE: ''
'' ("Picture").
D. PUBLICATION AND COPYRIGHT DATA: Published
by
.
E. DATE: As of
.
DEAL TERMS
1. CONTINGENCIES: Producer's obligation hereunder are subject to the
satisfaction of all of the following:
a. Signature and delivery of the Agreement Documents to Producer; and
b. Delivery by Owner of a chain-of-title to the Work satisfactory to Producer in its
sole discretion, and the obtaining of all releases and assignments required by
Producer's legal representation.
2. GRANT: In consideration of the Initial Option Payment (as defined below),
Owner grants to Producer the exclusive and irrevocable option ("Option") during the
Initial Option Period (as defined below), as such may be extended, to purchase the
"Granted Rights" (as defined in Paragraph 4, of Schedule 1 attached hereto) in the
Work on the terms and conditions contained herein.
3. OPTION PERIOD/EXTENSION PERIOD:
a. Initial Option Period: Shall commence on the date hereof and shall continue for a
period of following the date of execution of delivery of this Agreement to
Producer.
b. Extension Period:
4. OPTION/EXTENSION PAYMENT:
a. Initial Option Payment: $
b. Extension Payment: Not less than $
Parties.

, and to be negotiated in good faith by the

5. PURCHASE PRICE/CONTINGENT COMPENSATION:

a. Purchase Price: $
. All sums paid to Owner pursuant to Paragraph 4
above shall be credited against the Purchase Price.
b. Contingent Compensation:
A sum equal to
% of
% of Net proceeds. Net Proceeds shall be
defined pursuant to the studio/financier producing the Pictures standard
definition of Net Proceeds.
6. EXERCISE OF OPTION: Producer may exercise the Option by giving Owner
written notice thereof on or before expiration of the Option Period accompanied by
payment of the Purchase Price. No conduct or oral statement by Producer or anyone
purporting to act on Producer's behalf shall constitute an exercise of the Option.
7. GRANTED RIGHTS: All motion picture, television, allied and ancillary rights in
and to the Work, as such rights are more fully described in Schedule I attached
hereto, subject to the Reserved Rights.
8. CREDITS: If the Picture has the same title as the Work: "Based on the
by
"; If the Picture has a different title from that of the work: "Based on the
'
' by
". Such credit shall be accorded on all positive prints of the Picture
and is subject to any applicable Guild restrictions.
9. NOTICES AND PAYMENTS:
a. To Owner:
b. Notices to Producer:

10. DEFINITION OF TERMS: Terms of art used in these Deal Terms which are not
defined herein shall have the meaning set forth in the other Agreement Documents.
Terms of art not defined in the Agreement Documents shall be defined as commonly
understood in the entertainment industry.
11. SPECIAL PROVISIONS:
a. Sequel and Remake Royalties: Owner is entitled to any and all applicable
sequel and remake royalties as outlined in the most recent Schedule of
Minimums from the WGA-W.

b. [Additional Reserved Rights]: Author's Sequels. See Exhibit "B".

12. ENTIRE AGREEMENT: The Agreement Documents constitute the entire
agreement between the parties hereto and supersede all prior agreements,
representations and warranties, if any, made with respect to the subject matter hereof.
This Agreement may be amended only by written agreement executed by all of the
parties. To the extent any terms or conditions of the Standard Terms and Conditions
are inconsistent with the Deal Terms, the Deal Terms shall govern.

Agreed:

_________________________
(Owner)

_________________________
(Producer)

Schedule I
STANDARD TERMS AND CONDITIONS
OPTION/PURCHASE AGREEMENT
Standard Terms and Conditions of the Agreement dated as of
between
( "Producer"), and
("Owner"), in connection with the
entitled "
" by ("Owner")(
"Author").
1. EXTENSION OF INITIAL OPTION PERIOD:
a. Elective Extension: The Initial Option Period may be extended through the
Extension Period by the payment of the Extension Payment on or before the
expiration of the Initial Option Period. As used herein the term "Option Period"
shall collectively refer to the Initial Option Period and the Extension Period.
b. Extension Due to Extrinsic Events: Notwithstanding the foregoing, the Option
Period shall be automatically extended by the length of time of any event which
interrupts or materially interferes with the Producer's development, production
and/or scheduled release of any motion picture based on the Work, such as a
strike or fire, earthquake, war, or civil disturbance.
2. OPTION PERIOD ACTIVITY: Owner acknowledges that Producer may, during
the Option Period, undertake production and pre-production activities in connection
with any of the rights to be acquired pursuant to this Agreement, including, but not
limited to, the preparation and submission of treatments and/or screenplays based on
the Work.
3. CLAIMS: Without limiting any other rights Producer may have, Owner agrees
that if there is any claim, arbitration or litigation alleging a breach of any provision
hereof, the Option Period shall automatically be extended (in addition to any other
extension herein provided) until no such claim or litigation is outstanding.
At any time after the occurrence of any such claim or litigation until the expiration of
the Option Period, as extended, Producer may, in addition to any of their other rights
and remedies:
a. Rescission: Rescind this Agreement, in which even Owner shall
immediately repay to Producer all money paid hereunder; or
b. Withholding/Approved Bond: Exercise the Option and withhold from any
moneys payable to Owner such amount as Producer may deem necessary to

cover Owner's potential liability on account of any such claim or litigation;

except that Producer shall not so withhold should Owner furnish Producer
with a surety bond in an amount and by a surety satisfactory to Producer
for the payment to Producer of such potential liability (the "Approved
Bond")
If Owner does not furnish an Approved Bond, Producer may compromise or
settle such claim or litigation, upon terms Producer deems reasonable, and
Owner may not compromise or settle such claim or litigation without the prior
written consent of Producer.
4. ASSIGNMENT/RIGHTS: If the Option is exercised, then Owner hereby sells
and assigns to Producer exclusively and forever all motion picture, television,
allied and ancillary rights for the entire universe, in any and all languages , in
and to the Work, including all of the contents thereof, all the characters therein,
all present and future adaptations and revisions thereof and the theme thereof,
and in and to the copyright thereof and all renewals and extensions of said
copyright (all of the foregoing hereinafter referred to as the "Granted Rights").
The Granted Rights shall include, without limitation, the following exclusive
and perpetual rights:
a. All Media: To make any number of motion pictures and television
programs (including television series) based on the Work or any part of parts
thereof and to release, exploit, advertise, distribute, exhibit, license, sell and
perform such motion pictures (and trailers thereof) and television programs in
any manner, by any means, and in any and all media whether now known or
hereafter created (including, without limitation, (i) the right to exploit each
such motion picture theatrically, (ii) the right to exploit each such motion
picture on free television. (iii) the right to exploit each such motion picture on
pay, cable and pay-per-view television, (iv) the right to exploit each such
motion picture on videodisc, DVD, and/or videocassette, and (v) the right to
distribute and exhibit any motion picture or television programs based on the
Work and trailers thereof on Aircraft, steamships, trains, military installation,
oil rigs, educational institutions, libraries, facilities of governmental agencies,
prisons, museums, and churches;
b. Portions: To broadcast, transmit or reproduce, separately from other
portions of each motion picture or television program, the visual portion,
sound or music contained in each motion picture or television program based
on the Work, or excerpts, dramatizations or summaries of such visual portion,
sound or music or any part or combination of any or all of the foregoing;
c. Changes/New Versions: To translate, adapt, change, add to and subtract
from the Work and the title thereof, to make new versions and adaptations of
the Work or any part or parts thereof, to use excerpts from the Work and to use
the Work or any parts or parts thereof or the title, theme, and characters
thereof in conjunction with any other literary, dramatic, musical or other
material of any kind in the exercise of the Producer's rights hereunder;

d. Copyright: To ensure copyright and renewals and extensions of copyright

in the results of the exercise of Producer's rights hereunder in the United
States and in all other countries of the world where the same may be secured
or is provided for, in the name and for the benefit of the Producer or
otherwise;
e. Use of Title: To use the title by which the Work is now known as the title of
any motion picture or television program. Producer shall not be obligated to
use said title, and may use any other title(s);
f. Waiver of Droit Moral: To make any changes in, deletions from, or
additions to the Work or any motion picture or television program based on
the Work which Producer, in Producer's sole discretion, may consider
necessary or desirable. Owner hereby waives, for itself and on behalf of
Author and his or her heirs, executors, administrators, and assigns, all right of
"droit moral" or any similar laws or legal principles, and agrees, for itself and
on behalf of Author and his or her heirs, executors, administrators, and
assigns, not to institute, support, maintain or permit directly or indirectly any
litigation or proceedings instituted or maintained on the ground that
Producer's exercise of its rights in the Work in any way constitutes an
infringement or violation of any right of "droit moral" or is in any way a
defamation or mutilation of the Work, or of any part thereof, or contains
unauthorized variations, alterations, modifications, changes or translations;
g. Screenplay Rights: To publish or license for publication in any form of
publishing now or hereafter known the screenplay of each motion picture or
television program based on the Work in any and all languages and in any part
of the universe ("Screenplay Rights");
h. Advertising/Publicity Publications: To publish in any form of publishing
and in any publications as Producer may desire (including, without limitation,
newspapers, fan magazines, trade periodicals, electronic forms of publishing
and any other form of publishing now or hereafter known), and to copyright in
Producer's name or in the name of its nominee, synopses, serializations,
dramatizations, sketches, and other adaptations of and selections from the
Work and the motion pictures and television programs based upon it.
Producer may also use excerpts from such Work and/or any motion picture or
television program based on the Work in heralds, programs, booklets, posters,
lobby displays, pressbooks and all other media of advertising and publicity
("Advertising/Publicity Rights");
i. Commercial Tie-Ups: To enter into and exploit commercial tie-ups with
respect to the Work or any part thereof or any motion picture or television
program based on the Work ("Commercial Tie-up Rights").

j. Merchandising: To manufacture, sell, license, advertise, promote, furnish,

supply and distribute products, services, facilities, merchandize, and
commodities of every nature and description, including, without limitation,
video games and artwork which make reference to or are based upon or
adapted from the Work or any part thereof or any motion picture or television
program based on the Work or any part thereof ("Merchandising Rights");
k. Theme Park Rights: To use the Work or any part thereof or any motion
picture of television program based on the Work, or any part thereof
(including the title thereof), as the basis, in whole or in part, of (i) theme, tour,
or amusement parks, restaurants and themed shopping areas and/or any
element thereof, and (ii) promotions for any such theme park and/or element
thereof (Theme Park Rights)
l. Broadcasting: The right to broadcast by radio or television, with living
actors or otherwise, announcements of or concerning the Picture, and
dramatic episodes taken from, based on or adapted from the Work;
m. Music Rights: The royalty-free right to publish, administer and exploit (i)
any and all music (including lyrics) included in the Work, including, without
all original music (including lyrics) composed or acquired for use in
connection with a motion picture or television program based upon the Work
("Music Rights");
n. Sound Recording Rights: The worldwide right in perpetuity to sell or
license to sell a soundtrack album containing any and all music created for, or
licensed for, a motion picture or television program based upon the Work or
the soundtrack album in connection therewith ("Sound Recording Rights");
o. Trademark: To the extent owned by Owner, the right to use any logos,
trademarks and other identification created for or associated with the Work in
or in connection with the exercise of any of the Granted Rights;
p. Derivative Works: To release, exploit, advertise, distribute, exhibit, license,
sell and perform remakes, sequels, serials, spin-offs or other derivative works
based upon the Work or parts thereof, in any manner, by any means, and in all
media, whether known or hereafter created;
q. Personality and Publicity Rights: To use Owner's name, likeness, voice,
and professional biography in credits, advertising, publicity and exploitation
material concerning the Work and any motion picture or other production or
material based upon the Work.
r. Other Rights: All other rights of every kind and nature whatsoever.

5. RESERVED RIGHTS:
a. Reserved Rights: If the Option is exercised, then the Reserved Rights, if
any specified in Paragraph 8 of the Deal Terms are hereby reserved by the
Owner (but the rights reserved by Owner shall not relate to or include any
adaptations, additions, or changes in the Work made by or by the
authority of Producer or the results and proceeds of any person or entity
engaged by Producer in connection with the Picture which shall remain at
all times the sole and exclusive property of Producer). Such rights, as they
may be specified in said Paragraph 8, are:
i. Legitimate Stage: All rights of production and use on the legitimate
speaking stage by living actors appearing and performing in the
immediate presence of an audience without any recordation,
transmission, or broadcast thereof intended for aural or visual
reception at places away from the place of performance, subject to
the holdback specified in Paragraph 5(b) below ("Holdback");
ii. Publication: All publication rights, subject, however, to the
publication rights sold and assigned to Producer pursuant to
Paragraphs 4.g and h. above; and
iii. Radio: All radio rights, subject to the radio rights sold and assigned
to Producer hereunder and subject to the Holdback.
b. Holdback: If Owner's exploitation of a particular Reserved Right is subject
to a Holdback, then Owner agrees not to exercise or authorize or permit the
exercise of, or to sell, license or otherwise dispose of, such Reserved Right in
any country or territory during the Option Period and if the Option is
exercised for a period of five (5) years after the general release or broadcast in
such country or territory of the first motion picture or television program
produced hereunder based upon the Work or until seven (7) years after the
date of this Agreement, whichever period shall first expire. After the
expiration of the Option Period, Owner may sell, license, or otherwise dispose
of such Reserved Right but only in the manner specified in Paragraph 5( c)
below.
c. First Refusal: If, after the expiration of the Holdback, Owner has or receives
any bona fide offer to purchase, license or otherwise acquire a Reserved Right
other than publication rights, or any interest therein, and Owner proposes to
accept such offer, Owner shall notify Producer in writing of such offer, the
name of the offeror (the ''Third Party"), the proposed purchase price and other
terms of such offer, and; for the period of fifteen (15) business days after
Producer's receipt of such notice, Producer shall have the exclusive option to
purchase, license or otherwise acquire, as the case may be, such notice. IT
Producer elects to exercise such option, Producer shall notify Owner in

writing of the exercise thereof within such fifteen (15) day period. Producer
may not be required to meet such terms which cannot be as easily be met by
one (1) person as another, such as the required employment of a certain writer,
star, or director. If producer fails to notify Owner within such period, Owner
may accept such bona fide offer made by the Third Party but only upon the
terms theretofore communicated by Owner to Producer. Notwithstanding
Producer's failure to notify Owner within such period, Producer's option
hereunder shall revive and apply to all other offers relating to such Reserved
Right received by Owner so long as Owner retains any interest in such
Reserved Right. Owner shall not submit such offers to Producer more often
than once during any yearly period following the expiration of the Holdback.
Any gratuitous license of rights reserved by Owner in the Work (other than
publication rights) shall be subject to the written approval of the Producer.
d. No Interference: The foregoing reservation of rights by Owner shall not be
construed to prevent or interfere with Producer's exercise and enjoyment of
any or all of the rights acquired by Producer hereunder, and such rights may
be exercised and enjoyed by Producer at any and all times hereunder,
whether or not in competition with any or all of the rights hereby reserved by
Owner.
6. CONSIDERATION:
a. Purchase Price: If the Option is exercised, then in full consideration for the
rights herein acquired by Producer, and the agreements, representations and
warranties herein made by Owner, Producer agree to pay Owner the sums
specified in Paragraph 5.a. of the Deal Terms. Such sums shall be payable
upon Producer's exercise of the Option, which shall be deemed to have
occurred upon the commencement of principal photography of the Picture.
b. Contingent Compensation: All sums, if any, payable as Contingent
Compensation pursuant to Paragraph 5.b. of the Deal Terms shall apply to the
first theatrical motion picture only (the "First Picture") produced hereunder
based on the Work, which sums shall be payable as follows:
i. Deferred Compensation: Vested Deferred Compensation, if any, shall
be paid pro rata with all similar deferments out of the first Net Proceeds
derived from the Picture immediately prior to payment of all
percentage Participations payable, if any, with regard to such Net
Proceeds.
ii. Participation: Participations for the First Picture, if any, shall be
defined, computed, and accounted for and paid in accordance with
Exhibit "A" attached hereto.

c. Sequel and Remake Royalties:

i. Remake and Sequel Defined:
(1) "Remake": A feature-length theatrical motion picture which
contains substantially the same story and the same leading characters as
contained in the Work and used in the First Picture;
(2) "Sequel": A feature-length theatrical motion picture which contains
substantially the same leading characters, but a substantially different
story from that contained in the Work and used in the First Picture.
ii. Royalty Entitlement: Sequel and Remake Royalties, if granted in the Deal
Terms, entitle Owner to royalty payments for Free T.V. Movies (a
movie-of-the-week or close-end, multi-part serial intended for initial
exhibition on Free U.S. network (ABC, CBS, NBC, or FOX) primetime
television), Free T.V. Pilots and Series Episodes (television pilots and
series episodes intended for initial exhibition on Free U.S. network
prime-time television) and to royalties and participations for theatrical
sequels and remakes of the First Picture, provided that Owner is not
already receiving compensation for writing services on such T.V. movie,
pilot, episode or theatrical production. The royalties for Free
T.V. Movies and Free T.V. Series Episodes are as set forth in Paragraph
II.a.(3) of the Deal Terms. The royalties and participations for theatrical
sequels and remakes are determined as follows:
(1) Theatrical Sequel and Remake Royalty Payments: An amount equal
to the Purchase Price and Deferred Compensation, if any, ("Fixed First
Picture Payments") paid to Owner with respect to the First Picture
multiplied by the Theatrical Sequel/Remake Royalty Rate set forth in
Paragraph II.a of the Deal Terms (as applicable); plus
(2) Participations: A percentage share based upon the Net Proceeds of
such theatrical Sequel or Remake. The percentage rate used to
determine such share shall be the rate determined by multiplying the
percentage rate of Net Proceeds of the First Picture to which Owner is
entitled, if any, by the Theatrical Sequel Royalty Rate or Theatrical
Remake Royalty Rate (as applicable) .
iii. Address for Payment: All payments which may become payable by
Producer to Owner pursuant to the provisions of this Paragraph 6 shall be
sent to Owner at the address specified in Paragraph 10 of the Deal Terms
and in the manner described in Paragraph 19 hereof, and such payment
shall constitute due and proper discharge of Producer's obligations with
respect hereto.

7. REPRESENTATIONS AND WARRANTIES: Owner represents and warrants:

a. Sole Author: That Author is the sole author of the Work, and that Owner is
the sole and exclusive owner of all of the Granted Rights;
b. Power and Authority: That Owner has the unrestricted right, power and
authority to enter into this Agreement and sell and assign the Granted Rights
and Owner shall not enter into any agreement the performance of which
would in any way prevent, limit, or restrict the performance of this
Agreement;
c. Copyright: That the Work (except the title thereof) is completely protected
by copyright in the United States, and no part thereof is in the public domain
in the United States; and that Work is or may be validly protected by
copyright throughout the world so far as the laws of other countries provide
for such protection;
d. Title: That to the best of Owner's knowledge and belief the title of the Work
may be legally and exclusively used by Producer as the title of any motion
picture or television program based upon the Work;
e. Originality of Work: That the Work and every part thereof is wholly
original with Author and no part thereof was taken from or based upon any
work, or in any way defames, or violates or infringes any copyright or any
common law or civil right or right of privacy, publicity, or any literary,
dramatic, or motion picture rights, or any other right, of any person, firm, or
corporation, and that the exercise of Producer's rights hereunder will not
violate or infringe any such right or defame any person, firm, or corporation;
f. No Impairment of Rights: That none of the rights herein sold and assigned
to Producer have heretofore been sold, assigned, licensed or otherwise
transferred to any other person, firm or corporation by any instrument or
agreement now valid or outstanding, nor have said rights been in any way
encumbered, limited, or diminished by any act or omission, and that said
rights are free and clear of any and all liens or claims whatsoever;
g. No Prior Publications or Registrations of Copyright: That there have been
no publications or uses of the Work and no registrations of copyright relating
hereto, except for publication by St. Martin's Press in August 1995
(Hardcover) and May 1996 (Paperback) and by Recorded Books, LLC in
2001 (Unabridged audiobook);

h. No Prior Exploitation: That no motion picture or television program based

on the Work has ever been made nor has any play been produced on the
legitimate stage based upon the Work, and no right, license or privilege to do
so has heretofore been granted;
i. No Pending Claims or Litigation: That there are no claims or litigation
pending (i) concerning or purporting to affect adversely Owner's rights or title
as herein represented or conveyed or (ii) which if sustained would be contrary
to Owner's warranties, representations and agreements contained herein.
The foregoing representations and warranties are made only with respect to
the Work and not to any material added to the Work by Producer or incorporated at
Producers direction.
8. ANNOTATION GUIDE: If the Granted Rights and/or the Work are based in
whole or in part on any actual individual, whether living or dead, or involves any
actual incident or occurrence, Owner shall annotate the Work in accordance with
the guidelines provided in the Annotation Guide attached hereto and
incorporated herein by this reference. In connection therewith, Owner shall
provide, concurrently with the execution of this Agreement, a full annotation
identifying the source of all factual material contained therein which concerns
any actual individual, whether living or dead, or any real life incident or place.
Owner shall also accurately provide such other historical information and
research as may be reasonably requested by Producer.
9. OWNER'S PROTECTION OF RIGHTS/COPYRIGHT: Owner agrees to
mention and reserve specifically the rights herein acquired by Producer when any
assignment, license or transfer of any rights or interest in the Work (as may be
permitted under this Agreement) is made to others; and Owner will not cause,
authorize or permit any publication or dramatization of the Work or any
arrangement, revision, sequel or reissue thereof in any form in any part of the
universe without first granting to Producer, without further payment therefore, all
of the rights set forth herein and to such publication, dramatization, arrangement,
revision, sequel, or reissue. Owner also agrees: to establish and protect the
validity of the rights herein sold and assigned if they are attacked or appropriated
by others; to preserve the Work from coming into the public domain so far as
may be legally possible.
10. INDEMNITY/NO RESCISSION:
a. Owner's Indemnity: Owner shall defend, indemnify and hold Producer
and Producer's successors, licensees, and assigns, and their directors,
officers, employees and agents harmless from and against all claims,
actions, suits, liabilities, damages, costs, losses, expenses, legal fees and
court costs arising from any breach or alleged breach of any
representation, warranty, or agreement made by the Owner hereunder or
from any use of the rights granted hereunder.

b. Producer's Indemnity: Producer shall indemnify Owner to the same extent

that Owner indemnifies Producer hereunder, as to any material added by
Producer for use in connection with the Picture; provided, however, that
Producer shall not be liable to Owner hereunder with respect to any claims
caused by or arising out of Owner's bad faith, willful misconduct, or breach of
any warranty, representation or agreement of Owner hereunder.
c. Cooperation Between the Parties: The indemnified party shall cooperate
fully with the indemnifying party and shall perform such other acts and deeds
as may be reasonably necessary and prudent and requested by the
indemnifying party in the performance of the indemnified party's obligations
to defend and/or indemnify hereunder.
d. No Rescission: All rights, licensees and privileges herein granted to
Producer are irrevocable and not subject to rescission, restraint or injunction
under any circumstances.
11. CREDIT TO AUTHOR: Producer agrees to accord Author credit in connection
with the First Picture in accordance with the provisions of Paragraph 9 of the
Deal Terms. Except as specifically provided otherwise in the Deal Terms, all
other aspects of the credit to be accorded Author (including without limitation,
position and size of type) shall be determined by Producer in its sole discretion,
subject to the following:
a. Positive Prints: Credit on the positive prints of the First Picture shall be on a
separate card.
b. Paid Advertising: Producer's obligation hereunder to accord credit in paid
advertising for the First Picture shall not include the following "Excluded
Ads": (i) group, list or institutional advertising; (ii) teaser or special
advertising; (iii) outdoor advertising; (iv) promotional material for exhibitors;
(v) publicity, advertising or exploitation relating to the story or literary or
dramatic material on which said First Picture is based, its title, the authors or
writers, the music, the composers or conductor the director, any members of
the cast, or similar matters; (vi) any advertising or publicity written in
narrative form; (vii) a listing in the nature of a cast of characters; (viii) trailer
or other advertising on the screen; (ix) radio or television advertising or
exploitation; (x) newspaper or magazine of eight (8) column inches or less;
(xi) window or lobby displays or advertising; (xii) advertising relating to
subsidiary or ancillary rights in the First Picture (including, without limitation,
novelizations, screenplay and other publications, products or merchandising,
soundtrack recordings, videocassettes, videodiscs and other home video
devices and the covers, packages, containers or jackets theretofore; (xiii)
advertising in which no credit is accorded other than credit to one (1) or two

(2) stars of the First Picture and/or Producer and/or any other company
financing or distributing the First Picture; (xiv) advertising, publicity and
exploitation relating to byproducts or commercial tie-ups; and (xv) other
advertising not relating primarily to the First Picture.
c. Title: If both artwork and non-artwork titles are used, position and size
references to title herein shall apply to non-artwork title only.
d. Failure to Comply: Any casual or inadvertent failure to comply with the
provisions of this paragraph shall not constitute a breach of this Agreement
nor entitle Owner or Author to any relief at law or in equity.
12. PRODUCER'S PROTECTION OF RIGHTS: Owner hereby appoints Producer's
attorney in the name of Owner or otherwise, but for the sole benefit of Producer and
at Producer's expense (except in cases concerning the validity or the establishing of
the warranties of Owner hereunder), to enforce and protect the rights herein sold and
assigned, and to prevent the infringement thereof, and to collect damages, profits,
penalties, and costs for or in connection with any past or future infringement thereof,
and to maintain all necessary litigation in connection therewith. Producer may join
Owner as party plaintiff or defendant in any such litigation. All actions and causes of
action for all past and future infringements of any of the rights herein sold and
assigned, and all judgments, damages, profits, penalties and costs recovered for such
infringements, are hereby assigned to Producer.
13. RENEWAL COPYRIGHT: Owner agrees to cause renewals of all copyrights in
the Work, and each and every part thereof, duly to be obtained, and all rights herein
sold and assigned are sold and assigned for the renewal term or terms and during all
extensions of such copyrights, as well as for the original term of such copyrights.
14. NO OBLIGATION TO USE WORK: Producer shall not be obligated to make
any use of the Work, nor shall Producer be liable in any way for failure to make use
of said Work, nor shall any of the rights herein granted revert to Owner in the event
that no use of the Work is made by Producer or under any other circumstances.
15. SHORT FORM AGREEMENTS AND OTHER DOCUMENTS: Concurrently
with the execution of this Agreement, Owner shall execute a short form option
(which may be recorded in the United States Copyright Office) and a short form
assignment, the latter of which is undated. The execution of the short form
assignment shall become effective only upon the exercise of the Option. The date of
the exercise of the Option shall be inserted in said short form assignment as the date
thereof.
16. RIGHT OF ASSIGNMENT: Producer may assign this Agreement and/or any of
its rights hereunder to any person, firm or corporation. Producer shall remain
secondarily liable to Owner unless such assignment is to a "major" or "mini-major"
motion picture studio or distributor or similarly financially responsible third party
which assumes Producer's obligations hereunder in writing, or to any entity with

which Producer are merged or consolidated or by which Producer are acquired.

Owner shall not have the right to assign this Agreement. This Agreement shall inure
to the benefit of Producer's successors and assigns and shall be binding upon
Owner's heirs, next of kin, representatives, successors, and assigns
17. PARAGRAPH HEADINGS: Paragraph headings are for convenience only and
shall not be used to construe this Agreement or otherwise be given any legal
effect.
18. EFFECT OF AGREEMENT: This Agreement shall bind and inure to the benefit
of Producer and Owner and their respective heirs, legal representatives,
successors, and assigns, and all or any part of Producer's rights hereunder may be
licensed or assigned by Producer. The term "Producer" as used herein means and
includes its successor and assigns.
19. NOTICES AND PAYMENTS: Any notice by Producer to Owner or Author may
be given orally unless required hereunder to be in writing. Any notice by Owner
or Author to Producer shall be given in writing. Either Author or Producer may
hereafter designate a substitute address by written notice to the author.
a. To Owner: A written notice to Owner shall presently be given by delivery
to Owner by mail or by transmission through cable, telegraph, or facsimile
(provided there is confirmation of receipt of such transmission), at the address
for Owner as set forth in the Deal Terms. The date of mailing or transmission
of any such notice to Owner shall be deemed the date of service thereof.
b. To Producer: A notice to Producer shall presently be given by mail or by
transmission by cable, telegraph, or facsimile (provided there is confirmation
of receipt of such transmission) to Producer at the address set forth in the Deal
Terms. The date of mailing or transmission of any such notice shall be
deemed the date of service thereof.
c. Payments: All payments to Owner hereunder shall be made by delivery to
Owner by mailing the same to Owner at the address for Owner as set forth in
the Deal Terms. The date of mailing of any payment to Owner hereunder shall
be deemed the date of such payment.
20. FEDERAL COMMUNICATIONS ACT: Owner is aware that it is a criminal
offense under the Federal Communications Act, as amended, for any person to
accept or pay any money service or other valuable consideration for the inclusion
of any plug, reference, product identification or other matter as part of a
television program, without disclosure in the manner required by law. Owner
understands that it is the policy of Producer to prohibit the acceptance or payment
of any such consideration, and Owner represents that Owner has not accepted or
paid and agrees that Owner shall not accept or pay any such consideration.

21. NO OWNERSHIPINO REISSUE PAYMENT: Nothing herein contained shall

be deemed to grant or vest in Owner any right, title, or interest whatsoever in or
to any motion picture or television program based on the Work produced
hereunder and/or in and to any literary, musical or any other material created by
Producer in connection with the exercise of its rights hereunder . Under no
circumstances shall Producer be obligated to pay Owner any sum, whether under
the provisions of this paragraph or otherwise, with respect to the reissue of any
motion picture produced and released hereunder or the reissue of any remake or
any sequel produced or released hereunder.
22. TRAILERS/STOCK FOOTAGE: Neither the production nor exhibition of
trailers or other promotional films for the purpose of advertising and/or
exploiting any motion picture produced hereunder, nor the use of stock shot
footage from any motion picture made or produced hereunder for any purpose
other than in or in connection with a motion picture made or produced hereunder,
shall be prevented or precluded by any of the provisions of this Agreement, and
in no event shall such trailers, promotional films or stock shot footage be
construed to be a motion picture hereunder or otherwise.
23. RIGHTS AS A MEMBER OF THE PUBLIC: Nothing contained in this
Agreement shall limit or burden any rights which Producer may enjoy as a
member of the public, and Producer may exercise such rights as though this
Agreement were not in existence.
24. SEVERABILITY: Nothing contained herein shall require the commission of any
act or the payment of any compensation which is contrary to any Law. If there
shall exist any conflict between this Agreement and any such Law, the latter shall
prevail, and the provision or provisions hereof affected shall be curtailed, limited
or eliminated to the extent (but only to the extent) necessary to remove such
conflict; and as so modified, this Agreement shall continue in full force and
effect.
25. NO WAIVER: No waiver by either party hereto of any failure by the other party
to keep or perform any covenant or condition of this Agreement shall be deemed
a waiver of any preceding, succeeding or continuing breach of the same, or any
other covenant or condition.

SHORT FORM OPTION

For good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned hereby grants to
("Producer"), their
successors and assigns, the sole and exclusive option to purchase all motion picture,
allied and ancillary rights in the original literary and/or dramatic work (the "Work")
described as follows:
TITLE: "

"

AUTHOR:
PUBLISHER:
DATE OF PUBLICATION:
COPYRIGHT REGISTRATION:
The Work includes but is not limited to: (i) all contents; (ii) all present and future
adaptations and versions; (iii) the title, characters, and theme; and (iv) the copyright
and all renewals and extensions of copyright.
This instrument is executed in accordance with and is subject to the Option/Purchase
Agreement (the "Agreement") between the undersigned and Producer dated as
of________________ relating to the option granted to Producer to purchase the
above-mentioned rights in the Work, which rights are more fully described in the
Agreement
Date:
At:

____________________
(OWNER)

EXHIBIT "B"
AUTHOR'S SEQUELS
AUTHOR SEQUELS: FIRST NEGOTIATION: If Owner has reserved rights in
an Author's Sequel pursuant to Paragraph 11 of the Deal Terms, then the
following shall apply:
A. "Author's Sequel," "Author's Sequel Reserved Rights" Defined: The term
"Author's Sequel" shall mean any new published novel or story written by
Author, which novel or story contains one or more principal characters of the
Work in events and situations which are new and differ substantially from
the events and situations in which they were portrayed in the Work, and the
term "Author's Sequel Reserved Rights" shall mean the same rights in an
Author's Sequel as are reserved by Owner .in connection with the Work
under Paragraph 8 of the Deal Terms.
B. Disposition of Rights in Author's Sequel: Owner shall retain and hereby
reserves all Author's Sequel Reserved Rights. Owner agrees that it will not
exercise or authorize the Rights until the expiration of any applicable
Holdback relating to the identical Reserved Right in the Work, as more
particularly set forth in Paragraph 5.b. of Schedule I. After the expiration of
such applicable Holdback, Owner may sell, license or otherwise dispose of
the particular Author's Sequel Reserved Rights in the manner and subject to
Producer's first negotiation rights in Paragraph 5.c. of Schedule I. Owner shall
not exercise or authorize the exercise of, or sell, license, or otherwise dispose
of any other rights in or to any of the Author's Sequel including, without
limitation, motion picture, television, allied and ancillary rights, all of such
rights having been granted to Producer hereunder.
C. Further Documents: With reference to any and all material and rights
purchased by Purchaser pursuant to the foregoing provisions of this Exhibit,
Owner agrees to execute and deliver to Producer such assignment or
assignments of such material and/or rights and such other instruments in form
reasonably satisfactory to Producer as may be necessary to Producer for the
transfer to it of the material and/or rights so purchased; it being expressly
agreed that all material and/or rights so purchased by Producer shall vest in
and inure to the benefit of Producer forthwith upon the purchase thereof by
Purchaser, whether or not such assignments and/or instruments be executed
by Owner or delivered to Producer.
D. Producer's Rights: Nothing herein contained shall be construed to prevent
Producer from itself creating and/or writing or causing to be created and/or
written any such sequels or sequel material (all rights in which shall belong,
of course, to Producer and may be exercised and enjoyed by Producer subject
to the limitations of Producer' s right in the Work hereunder), and Owner
shall have no right, title or interest of any kind whatsoever therein or thereto
except as set forth herein or in any other agreement between the parties.

LITERARY OPTION/PURCHASE AGREEMENT

This Agreement consists of the Deal Terms and Schedule 1-"Standard Terms
and Conditions" and Exhibit B-"Author's Sequels" attached hereto
(collectively, the "Agreement Documents").
A. PARTIES:

("Owner") on the one hand, and

("Producer") on the other hand.
B. WORK: The
written by Owner entitled ''
C. PICTURE: ''
'' ("Picture").
D. PUBLICATION AND COPYRIGHT DATA: Published
by
.
E. DATE: As of
.

'' ("Work").

DEAL TERMS
1. CONTINGENCIES: Producer's obligation hereunder are subject to the
satisfaction of all of the following:
a. Signature and delivery of the Agreement Documents to Producer; and
b. Delivery by Owner of a chain-of-title to the Work satisfactory to Producer in
its sole discretion, and the obtaining of all releases and assignments required by
Producer's legal representation.
2. GRANT: In consideration of the Initial Option Payment (as defined below),
Owner grants to Producer the exclusive and irrevocable option ("Option") during the
Initial Option Period (as defined below), as such may be extended, to purchase the
"Granted Rights" (as defined in Paragraph 4, of Schedule 1 attached hereto) in the
Work on the terms and conditions contained herein.
3. OPTION PERIOD/EXTENSION PERIOD:
a. Initial Option Period: Shall commence on the date hereof and shall continue
for a period of
following the date of execution of delivery of this
Agreement to Producer.
b. Extension Period:
4. OPTION/EXTENSION PAYMENT:
a. Initial Option Payment: $
b. Extension Payment: Not less than $
faith by the Parties.

, and to be negotiated in good

5. PURCHASE PRICE/CONTINGENT COMPENSATION:

a. Purchase Price: $
. All sums paid to Owner pursuant to
Paragraph 4 above shall be credited against the Purchase Price.
b. Contingent Compensation:
A sum equal to
% of
% of Net Proceeds. Net Proceeds shall be
defined pursuant to the studio/financier producing the Pictures
standard definition of Net Proceeds.
6. EXERCISE OF OPTION: Producer may exercise the Option by giving Owner
written notice thereof on or before expiration of the Option Period accompanied by
payment of the Purchase Price. No conduct or oral statement by Producer or anyone
purporting to act on Producer's behalf shall constitute an exercise of the Option.
7. GRANTED RIGHTS: All motion picture, television, allied and ancillary rights in
and to the Work, as such rights are more fully described in Schedule I attached
hereto, subject to the Reserved Rights.
8. CREDITS: If the Picture has the same title as the Work: "Based on the
by
"; if the Picture has a different title from that of the work: "Based
on the
'
' by
". Such credit shall be accorded on all
positive prints of the Picture and is subject to any applicable Guild restrictions.
9. NOTICES AND PAYMENTS:
a. To Owner:
b. Notices to Producer:
10. DEFINITION OF TERMS: Terms of art used in these Deal Terms which are not
defined herein shall have the meaning set forth in the other Agreement Documents.
Terms of art not defined in the Agreement Documents shall be defined as commonly
understood in the entertainment industry.
11. SPECIAL PROVISIONS:
a. Sequel and Remake Royalties: Owner is entitled to any and all applicable
sequel and remake royalties as outlined in the most recent Schedule of
Minimums from the WGA-W.

b. [Additional Reserved Rights]: Author's Sequels. See Exhibit "B".

12. ENTIRE AGREEMENT: The Agreement Documents constitute the entire
agreement between the parties hereto and supersede all prior agreements,
representations and warranties, if any, made with respect to the subject matter hereof.
This Agreement may be amended only by written agreement executed by all of the
parties. To the extent any terms or conditions of the Standard Terms and Conditions
are inconsistent with the Deal Terms, the Deal Terms shall govern.

Agreed:

_____________________
(Owner)

_____________________
(Producer)

Schedule I
STANDARD TERMS AND CONDITIONS
OPTION/PURCHASE AGREEMENT
Standard Terms and Conditions of the Agreement dated as of
("Producer"), and
connection with the novel entitled "Escapade" by ("Owner")(

between
("Owner"), in
"Author").

1. EXTENSION OF INITIAL OPTION PERIOD:

a. Elective Extension: The Initial Option Period may be extended through the
Extension Period by the payment of the Extension Payment on or before the
expiration ofthe Initial Option Period. As used herein the term "Option
Period" shall collectively refer to the Initial Option Period and the Extension
Period.
b. Extension Due to Extrinsic Events: Notwithstanding the foregoing, the
Option Period shall be automatically extended by the length of time of any
event which interrupts or materially interferes with the Producer's
development, production and/or scheduled release of any motion picture
based on the Work, such as a strike or fire, earthquake, war, or civil
disturbance.
2. OPTION PERIOD ACTIVITY: Owner acknowledges that Producer may, during
the Option Period, undertake production and pre-production activities in connection
with any of the rights to be acquired pursuant to this Agreement, including, but not
limited to, the preparation and submission of treatments and/or screenplays based on
the Work.
3. CLAIMS: Without limiting any other rights Producer may have, Owner agrees
that if there is any claim, arbitration or litigation alleging a breach of any provision
hereof, the Option Period shall automatically be extended (in addition to any other
extension herein provided) until no such claim or litigation is outstanding.
At any time after the occurrence of any such claim or litigation until the expiration of
the Option Period, as extended, Producer may, in addition to any of their other rights
and remedies:
a. Rescission: Rescind this Agreement, in which even Owner shall
immediately repay to Producer all money paid hereunder; or
b. Withholding/Approved Bond: Exercise the Option and withhold from any
moneys payable to Owner such amount as Producer may deem necessary to

cover Owner's potential liability on account of any such claim or litigation;

except that Producer shall not so withhold should Owner furnish Producer
with a surety bond in an amount and by a surety satisfactory to Producer for
the payment to Producer of such potential liability (the "Approved Bond")
If Owner does not furnish an Approved Bond, Producer may compromise or
settle such claim or litigation, upon terms Producer deems reasonable, and
Owner may not compromise or settle such claim or litigation without the prior
written consent of Producer.
4. ASSIGNMENT/RIGHTS: If the Option is exercised, then Owner hereby sells
and assigns to Producer exclusively and forever all motion picture, television,
allied and ancillary rights for the entire universe, in any and all languages , in
and to the Work, including all of the contents thereof, all the characters therein,
all present and future adaptations and revisions thereof and the theme thereof,
and in and to the copyright thereof and all renewals and extensions of said
copyright (all of the foregoing hereinafter referred to as the "Granted Rights").
The Granted Rights shall include, without limitation, the following exclusive
and perpetual rights:
a. All Media: To make any number of motion pictures and television
programs (including television series) based on the Work or any part of parts
thereof and to release, exploit, advertise, distribute, exhibit, license, sell and
perform such motion pictures (and trailers thereof) and television programs in
any manner, by any means, and in any and all media whether now known or
hereafter created (including, without limitation, (i) the right to exploit each
such motion picture theatrically, (ii) the right to exploit each such motion
picture on free television. (iii) the right to exploit each such motion picture on
pay, cable and pay-per-view television, (iv) the right to exploit each such
motion picture on videodisc, DVD, and/or videocassette, and (v) the right to
distribute and exhibit any motion picture or television programs based on the
Work and trailers thereof on Aircraft, steamships, trains, military installation,
oil rigs, educational institutions, libraries, facilities of governmental agencies,
prisons, museums, and churches;
b. Portions: To broadcast, transmit or reproduce, separately from other
portions of each motion picture or television program, the visual portion,
sound or music contained in each motion picture or television program based
on the Work, or excerpts, dramatizations or summaries of such visual portion,
sound or music or any part or combination of any or all of the foregoing;
c. Changes/New Versions: To translate, adapt, change, add to and subtract
from the Work and the title thereof, to make new versions and adaptations of
the Work or any part or parts thereof, to use excerpts from the Work and to use
the Work or any parts or parts thereof or the title, theme, and characters
thereof in conjunction with any other literary, dramatic, musical or other
material of any kind in the exercise of the Producer's rights hereunder;

d. Copyright: To ensure copyright and renewals and extensions of copyright

in the results of the exercise of Producer's rights hereunder in the United
States and in all other countries of the world where the same may be secured
or is provided for, in the name and for the benefit of the Producer or
otherwise;
e. Use of Title: To use the title by which the Work is now known as the title of
any motion picture or television program. Producer shall not be obligated to
use said title, and may use any other title(s);
f. Waiver of Droit Moral: To make any changes in, deletions from, or
additions to the Work or any motion picture or television program based on
the Work which Producer, in Producer's sole discretion, may consider
necessary or desirable. Owner hereby waives, for itself and on behalf of
Author and his or her heirs, executors, administrators, and assigns, all right of
"droit moral" or any similar laws or legal principles, and agrees, for itself and
on behalf of Author and his or her heirs, executors, administrators, and
assigns, not to institute, support, maintain or permit directly or indirectly any
litigation or proceedings instituted or maintained on the ground that
Producer's exercise of its rights in the Work in any way constitutes an
infringement or violation of any right of "droit moral" or is in any way a
defamation or mutilation of the Work, or of any part thereof, or contains
unauthorized variations, alterations, modifications, changes or translations;
g. Screenplay Rights: To publish or license for publication in any form of
publishing now or hereafter known the screenplay of each motion picture or
television program based on the Work in any and all languages and in any part
of the universe ("Screenplay Rights");
h. Advertising/Publicity Publications: To publish in any form of publishing
and in any publications as Producer may desire (including, without limitation,
newspapers, fan magazines, trade periodicals, electronic forms of publishing
and any other form of publishing now or hereafter known), and to copyright in
Producer's name or in the name of its nominee, synopses, serializations,
dramatizations, sketches, and other adaptations of and selections from the
Work and the motion pictures and television programs based upon it.
Producer may also use excerpts from such Work and/or any motion picture or
television program based on the Work in heralds, programs, booklets, posters,
lobby displays, pressbooks and all other media of advertising and publicity
("Advertising/Publicity Rights");
i. Commercial Tie-Ups: To enter into and exploit commercial tie-ups with
respect to the work or any part thereof or any motion picture or television
program based on the Work (Commercial Tie-up Rights).

j. Merchandising: To manufacture, sell, license, advertise, promote, furnish,

supply and distribute products, services, facilities, merchandize, and
commodities of every nature and description, including, without limitation,
video games and artwork which make reference to or are based upon or
adapted from the Work or any part thereof or any motion picture or
television program based on the Work or any part thereof ("Merchandising
Rights");
k. Theme Park Rights: To use the Work or any part thereof or any motion
picture of television program based on the Work, or any part thereof
(including the title thereof), as the basis, in whole or in part, of (i) theme, tour,
or amusement parks, restaurants and themed shopping areas and/or any
element thereof, and (ii) promotions for any such theme park and/or element
thereof (''Theme Park Rights")
1. Broadcasting: The right to broadcast by radio or television, with living
actors or otherwise, announcements of or concerning the Picture, and
dramatic episodes taken from, based on or adapted from the Work;
m. Music Rights: The royalty-free right to publish, administer and exploit (i)
any and all music (including lyrics) included in the Work, including, without
all original music (including lyrics) composed or acquired for use in
connection with a motion picture or television program based upon the Work
("Music Rights");
n. Sound Recording Rights: The worldwide right in perpetuity to sell or
license to sell a soundtrack album containing any and all music created for, or
licensed for, a motion picture or television program based upon the Work or
the soundtrack album in connection therewith ("Sound Recording Rights");
o. Trademark: To the extent owned by Owner, the right to use any logos,
trademarks and other identification created for or associated with the Work in
or in connection with the exercise of any of the Granted Rights;
p. Derivative Works: To release, exploit, advertise, distribute, exhibit, license,
sell and perform remakes, sequels, serials, spin-offs or other derivative works
based upon the Work or parts thereof, in any manner, by any means, and in all
media, whether known or hereafter created;
q. Personality and Publicity Rights: To use Owner's name, likeness, voice,
and professional biography in credits, advertising, publicity and exploitation
material concerning the Work and any motion picture or other production or
material based upon the Work.
r. Other Rights: All other rights of every kind and nature whatsoever.

5. RESERVED RIGHTS:
a. Reserved Rights: If the Option is exercised, then the Reserved Rights, if any
specified in Paragraph 8 of the Deal Terms are hereby reserved by the Owner
(but the rights reserved by Owner shall not relate to or include any adaptations,
additions, or changes in the Work made by or by the authority of Producer or
the results and proceeds of any person or entity engaged by Producer in
connection with the Picture which shall remain at all times the sole and
exclusive property of Producer). Such rights, as they may be specified in said
Paragraph 8, are:
i. Legitimate Stage: All rights of production and use on the legitimate
speaking stage by living actors appearing and performing in the
immediate presence of an audience without any recordation,
transmission, or broadcast thereof intended for aural or visual reception
at places away from the place of performance, subject to the holdback
specified in Paragraph 5(b) below ("Holdback");
ii. Publication: All publication rights, subject, however, to the
publication rights sold and assigned to Producer pursuant to Paragraphs
4.g and h. above; and
iii. Radio: All radio rights, subject to the radio rights sold and assigned
to Producer hereunder and subject to the Holdback.
b. Holdback: If Owner's exploitation of a particular Reserved Right is subject
to a Holdback, then Owner agrees not to exercise or authorize or permit the
exercise of, or to sell, license or otherwise dispose of, such Reserved Right in
any country or territory during the Option Period and if the Option is
exercised for a period of five (5) years after the general release or broadcast in
such country or territory of the first motion picture or television program
produced hereunder based upon the Work or until seven (7) years after the
date of this Agreement, whichever period shall first expire. After the
expiration of the Option Period, Owner may sell, license, or otherwise dispose
of such Reserved Right but only in the manner specified in Paragraph 5(c)
below.
c. First Refusal: If, after the expiration of the Holdback, Owner has or receives
any bona fide offer to purchase, license or otherwise acquire a Reserved Right
other than publication rights, or any interest therein, and Owner proposes to
accept such offer, Owner shall notify Producer in writing of such offer, the
name of the offeror (the "Third Party"), the proposed purchase price and other
terms of such offer, and; for the period of fifteen (15) business days after
Producer's receipt of such notice, Producer shall have the exclusive option to
purchase, license or otherwise acquire, as the case may be, such notice. If
Producer elects to exercise such option, Producer shall notify Owner in

writing of the exercise thereof within such fifteen (15) day period. Producer
may not be required to meet such terms which cannot be as easily be met by
one (1) person as another, such as the required employment of a certain writer,
star, or director. If Producer fails to notify Owner within such period, Owner
may accept such bona fide offer made by the Third Party but only upon the
terms theretofore communicated by Owner to Producer. Notwithstanding
Producer's failure to notify Owner within such period, Producer's option
hereunder shall revive and apply to all other offers relating to such Reserved
Right received by Owner so long as Owner retains any interest in such
Reserved Right. Owner shall not submit such offers to Producer more often
than once during any yearly period following the expiration of the Holdback.
Any gratuitous license of rights reserved by Owner in the Work (other than
publication rights) shall be subject to the written approval of the Producer.
d. No Interference: The foregoing reservation of rights by Owner shall not be
construed to prevent or interfere with Producer's exercise and enjoyment
of any or all of the rights acquired by Producer hereunder, and such rights
may be exercised and enjoyed by Producer at any and all times hereunder,
whether or not in competition with any or all of the rights hereby reserved
by Owner.
6. CONSIDERATION:
a. Purchase Price: If the Option is exercised, then in full consideration for the
rights herein acquired by Producer, and the agreements, representations and
warranties herein made by Owner, Producer agree to pay Owner the sums
specified in Paragraph 5.a. of the Deal Terms. Such sums shall be payable
upon Producer's exercise of the Option, which shall be deemed to have
occurred upon the commencement of principal photography of the Picture.
b. Contingent Compensation: All sums, if any, payable as Contingent
Compensation pursuant to Paragraph 5.b. of the Deal Terms shall apply to the
first theatrical motion picture only (the "First Picture") produced hereunder
based on the Work, which sums shall be payable as follows:
i. Deferred Compensation: Vested Deferred Compensation, if any, shall
be paid pro rata with all similar deferments out of the first Net Proceeds
derived from the Picture immediately prior to payment of all
percentage Participations payable, if any, with regard to such Net
Proceeds.
ii. Participation: Participations for the First Picture, if any, shall be
defined, computed, and accounted for and paid in accordance with
Exhibit "A" attached hereto.

c. Sequel and Remake Royalties:

i. "Remake" and "Sequel" Defined:
(1) "Remake": A feature-length theatrical motion picture which
contains substantially the same story and the same leading characters as
contained in the Work and used in the First Picture;
(2) "Sequel": A feature-length theatrical motion picture which contains
substantially the same leading characters, but a substantially different
story from that contained in the Work and used in the First Picture.
ii. Royalty Entitlement: Sequel and Remake Royalties, if granted in the Deal
Terms, entitle Owner to royalty payments for Free T.V. Movies (a
movie-of-the-week or close-end, multi-part serial intended for initial
exhibition on Free U.S. network (ABC, CBS, NBC, or FOX) primetime
television), Free T.V. Pilots and Series Episodes (television pilots and series
episodes intended for initial exhibition on Free U.S. network prime-time
television) and to royalties and participations for theatrical sequels and
remakes of the First Picture, provided that Owner is not already receiving
compensation for writing services on such T.V. movie, pilot, episode or
theatrical production. The royalties for Free T.V. Movies and Free T.V. Series
Episodes are as set forth in Paragraph 11.a. (3) of the Deal Terms. The
royalties and participations for theatrical sequels and remakes are determined
as follows:
(1) Theatrical Sequel and Remake Royalty Payments: An amount equal
to the Purchase Price and Deferred Compensation, if any, ("Fixed First
Picture Payments") paid to Owner with respect to the First Picture
multiplied by the Theatrical Sequel/Remake Royalty Rate set forth in
Paragraph 11.a of the Deal Terms (as applicable); plus
(2) Participations: A percentage share based upon the Net Proceeds of
such theatrical Sequel or Remake. The percentage rate used to
determine such share shall be the rate determined by multiplying the
percentage rate of Net Proceeds of the First Picture to which Owner is
entitled, if any, by the Theatrical Sequel Royalty Rate or Theatrical
Remake Royalty Rate (as applicable).
iii. Address for Payment: All payments which may become payable by
Producer to Owner pursuant to the provisions of this Paragraph 6 shall be
sent to Owner at the address specified in Paragraph 10 of the Deal

Terms and in the manner described in Paragraph 19 hereof, and such

payment shall constitute due and proper discharge of Producer's
obligations with respect hereto.
7. REPRESENTATIONS AND WARRANTIES: Owner represents and warrants:
a. Sole Author: That Author is the sole author of the Work, and that Owner is the
sole and exclusive owner of all of the Granted Rights;
b. Power and Authority: That Owner has the unrestricted right, power and
authority to enter into this Agreement and sell and assign the Granted Rights and
Owner shall not enter into any agreement the performance of which would in any
way prevent, limit, or restrict the performance of this Agreement;
c. Copyright: That the Work (except the title thereof) is completely protected by
copyright in the United States, and no part thereof is in the public domain in the
United States; and that Work is or may be validly protected by copyright
throughout the world so far as the laws of other countries provide for such
protection;
d. Title: That to the best of Owner's knowledge and belief the title of the Work
may be legally and exclusively used by Producer as the title of any motion picture
or television program based upon the Work;
e. Originality of Work: That the Work and every part thereof is wholly original
with Author and no part thereof was taken from or based upon any work, or in
any way defames, or violates or infringes any copyright or any common law or
civil right or right of privacy, publicity, or any literary, dramatic, or motion
picture rights, or any other right, of any person, firm, or corporation, and that the
exercise of Producer's rights hereunder will not violate or infringe any such right
or defame any person, firm, or corporation;
f. No Impairment of Rights: That none of the rights herein sold and assigned to
Producer have heretofore been sold, assigned, licensed or otherwise transferred
to any other person, firm or corporation by any instrument or agreement now
valid or outstanding, nor have said rights been in any way encumbered, limited,
or diminished by any act or omission, and that said rights are free and clear of any
and all liens or claims whatsoever;
g. No Prior Publications or Registrations of Copyright: That there have been no
publications or uses of the Work and no registrations of copyright relating hereto,
except for publication by
in
;

h. No Prior Exploitation: That no motion picture or television program based on

the Work has ever been made nor has any play been produced on the legitimate
stage based upon the Work, and no right, license or privilege to do so has
heretofore been granted;
i. No Pending Claims or Litigation: That there are no claims or litigation pending
(i) concerning or purporting to affect adversely Owner's rights or title as herein
represented or conveyed or (ii) which if sustained would be contrary to Owner's
warranties, representations and agreements contained herein.
The foregoing representations and warranties are made only with respect to the
Work and not to any material added to the Work by Producer or incorporated at
Producer's direction.
8. ANNOTATION GUIDE: If the Granted Rights and/or the Work are based in
whole or in part on any actual individual, whether living or dead, or involves any
actual incident or occurrence, Owner shall annotate the Work in accordance with the
guidelines provided in the Annotation Guide attached hereto and incorporated
herein by this reference. In connection therewith, Owner shall provide, concurrently
with the execution of this Agreement, a full annotation identifying the source of all
factual material contained therein which concerns any actual individual, whether
living or dead, or any real life incident or place. Owner shall also accurately provide
such other historical information and research as may be reasonably requested by
Producer.
9. OWNER'S PROTECTION OF RIGHTS/COPYRIGHT: Owner agrees to
mention and reserve specifically the rights herein acquired by Producer when any
assignment, license or transfer of any rights or interest in the Work (as may be
permitted under this Agreement) is made to others; and Owner will not cause,
authorize or permit any publication or dramatization of the Work or any
arrangement, revision, sequel or reissue thereof in any form in any part of the
universe without first granting to Producer, without further payment therefore, all of
the rights set forth herein and to such publication, dramatization, arrangement,
revision, sequel, or reissue. Owner also agrees: to establish and protect the validity
of the rights herein sold and assigned if they are attacked or appropriated by others;
to preserve the Work from coming into the public domain so far as may be legally
possible.
10. INDEMNITY/NO RESCISSION:
a. Owner's Indemnity: Owner shall defend, indemnify and hold Producer
and Producer's successors, licensees, and assigns, and their directors,
officers, employees and agents harmless from and against all claims,
actions, suits, liabilities, damages, costs, losses, expenses, legal fees and
court costs arising from any breach or alleged breach of any
representation, warranty, or agreement made by the Owner hereunder or
from any use of the rights granted hereunder.

b. Producer's Indemnity: Producer shall indemnify Owner to the same extent

that Owner indemnifies Producer hereunder, as to any material added by
Producer for use in connection with the Picture; provided, however, that
Producer shall not be liable to Owner hereunder with respect to any claims
caused by or arising out of Owner's bad faith, willful misconduct, or breach of
any warranty, representation or agreement of Owner hereunder.
c. Cooperation Between the Parties: The indemnified party shall cooperate
fully with the indemnifying party and shall perform such other acts and deeds
as may be reasonably necessary and prudent and requested by the
indemnifying party in the performance of the indemnified party's obligations
to defend and/or indemnify hereunder.
d. No Rescission: All rights, licensees and privileges herein granted to
Producer are irrevocable and not subject to rescission, restraint or injunction
under any circumstances.
11. CREDIT TO AUTHOR: Producer agrees to accord Author credit in connection
with the First Picture in accordance with the provisions of Paragraph 9 of the
Deal Terms. Except as specifically provided otherwise in the Deal Terms, all
other aspects of the credit to be accorded Author (including without limitation,
position and size of type) shall be determined by Producer in its sole discretion,
subject to the following:
a. Positive Prints: Credit on the positive prints of the First Picture shall be on a
separate card.
b. Paid Advertising: Producer's obligation hereunder to accord credit in paid
advertising for the First Picture shall not include the following "Excluded
Ads": (i) group, list or institutional advertising; (ii) teaser or special
advertising; (iii) outdoor advertising; (iv) promotional material for exhibitors;
(v) publicity, advertising or exploitation relating to the story or literary or
dramatic material on which said First Picture is based, its title, the authors or
writers, the music, the composers or conductor the director, any members of
the cast, or similar matters; (vi) any advertising or publicity written in
narrative form; (vii) a listing in the nature of a cast of characters; (viii) trailer
or other advertising on the screen; (ix) radio or television advertising or
exploitation; (x) newspaper or magazine of eight (8) column inches or less;
(xi) window or lobby displays or advertising; (xii) advertising relating to
subsidiary or ancillary rights in the First Picture (including, without limitation,
novelizations, screenplay and other publications, products or merchandising,
soundtrack recordings, videocassettes, videodiscs and other home video
devices and the covers, packages, containers or jackets theretofore; (xiii)
advertising in which no credit is accorded other than credit to one (1) or two

(2) stars of the First Picture and/or Producer and/or any other company
financing or distributing the First Picture; (xiv) advertising, publicity and
exploitation relating to byproducts or commercial tie-ups; and (xv) other
advertising not relating primarily to the First Picture.
c. Title: If both artwork and non-artwork titles are used, position and size
references to title herein shall apply to non-artwork title only.
d. Failure to Comply: Any casual or inadvertent failure to comply with the
provisions of this paragraph shall not constitute a breach of this Agreement
nor entitle Owner or Author to any relief at law or in equity.
12. PRODUCER'S PROTECTION OF RIGHTS: Owner hereby appoints Producer's
attorney in the name of Owner or otherwise, but for the sole benefit of Producer and
at Producer's expense (except in cases concerning the validity or the establishing of
the warranties of Owner hereunder), to enforce and protect the rights herein sold and
assigned, and to prevent the infringement thereof, and to collect damages, profits,
penalties, and costs for or in connection with any past or future infringement thereof,
and to maintain all necessary litigation in connection therewith. Producer may join
Owner as party plaintiff or defendant in any such litigation. All actions and causes of
action for all past and future infringements of any of the rights herein sold and
assigned, and all judgments, damages, profits, penalties and costs recovered for such
infringements, are hereby assigned to Producer.
13. RENEWAL COPYRIGHT: Owner agrees to cause renewals of all copyrights in
the Work, and each and every part thereof, duly to be obtained, and all rights herein
sold and assigned are sold and assigned for the renewal term or terms and during all
extensions of such copyrights, as well as for the original term of such copyrights.
14. NO OBLIGATION TO USE WORK: Producer shall not be obligated to make
any use of the Work, nor shall Producer be liable in any way for failure to make use
of said Work, nor shall any of the rights herein granted revert to Owner in the event
that no use of the Work is made by Producer or under any other circumstances.
15. SHORT FORM AGREEMENTS AND OTHER DOCUMENTS: Concurrently
with the execution of this Agreement, Owner shall execute a short form option
(which may be recorded in the United States Copyright Office) and a short form
assignment, the latter of which is undated. The execution of the short form
assignment shall become effective only upon the exercise of the Option. The date of
the exercise of the Option shall be inserted in said short form assignment as the date
thereof.
16. RIGHT OF ASSIGNMENT: Producer may assign this Agreement and/or any of
its rights hereunder to any person, firm or corporation. Producer shall remain
secondarily liable to Owner unless such assignment is to a "major" or "mini-major"
motion picture studio or distributor or similarly financially responsible third party
which assumes Producer's obligations hereunder in writing, or to any entity with
which Producer are merged or consolidated or by which Producer are acquired.

Owner shall not have the right to assign this Agreement. This Agreement shall inure
to the benefit of Producer's successors and assigns and shall be binding upon
Owner's heirs, next of kin, representatives, successors, and assigns
17. PARAGRAPH HEADINGS: Paragraph headings are for convenience only and
shall not be used to construe this Agreement or otherwise be given any legal
effect.
18. EFFECT OF AGREEMENT: This Agreement shall bind and inure to the benefit
of Producer and Owner and their respective heirs, legal representatives,
successors, and assigns, and all or any part of Producer's rights hereunder may be
licensed or assigned by Producer. The term "Producer" as used herein means and
includes its successor and assigns.
19. NOTICES AND PAYMENTS: Any notice by Producer to Owner or Author may
be given orally unless required hereunder to be in writing. Any notice by Owner
or Author to Producer shall be given in writing. Either Author or Producer may
hereafter designate a substitute address by written notice to the author.
a. To Owner: A written notice to Owner shall presently be given by delivery
to Owner by mail or by transmission through cable, telegraph, or facsimile
(provided there is confirmation of receipt of such transmission), at the address
for Owner as set forth in the Deal Terms. The date of mailing or transmission
of any such notice to Owner shall be deemed the date of service thereof.
b. To Producer: A notice to Producer shall presently be given by mail or by
transmission by cable, telegraph, or facsimile (provided there is confirmation
of receipt of such transmission) to Producer at the address set forth in the Deal
Terms. The date of mailing or transmission of any such notice shall be
deemed the date of service thereof.
c. Payments: All payments to Owner hereunder shall be made by delivery to
Owner by mailing the same to Owner at the address for Owner as set forth in
the Deal Terms. The date of mailing of any payment to Owner hereunder shall
be deemed the date of such payment.
20. FEDERAL COMMUNICATIONS ACT: Owner is aware that it is a criminal
offense under the Federal Communications Act, as amended, for any person to
accept or pay any money service or other valuable consideration for the inclusion
of any plug, reference, product identification or other matter as part of a
television program, without disclosure in the manner required by law. Owner
understands that it is the policy of Producer to prohibit the acceptance or payment
of any such consideration, and Owner represents that Owner has not accepted or
paid and agrees that Owner shall not accept or pay any such consideration.

21. NO OWNERSHIP/NO REISSUE PAYMENT: Nothing herein contained shall

be deemed to grant or vest in Owner any right, title, or interest whatsoever in or
to any motion picture or television program based on the Work produced
hereunder and/or in and to any literary, musical or any other material created by
Producer in connection with the exercise of its rights hereunder. Under no
circumstances shall Producer be obligated to pay Owner any sum, whether under
the provisions of this paragraph or otherwise, with respect to the reissue of any
motion picture produced and released hereunder or the reissue of any remake or
any sequel produced or released hereunder.
22. TRAILERS/STOCK FOOTAGE: Neither the production nor exhibition of
trailers or other promotional films for the purpose of advertising and/or
exploiting any motion picture produced hereunder, nor the use of stock shot
footage from any motion picture made or produced hereunder for any purpose
other than in or in connection with a motion picture made or produced hereunder,
shall be prevented or precluded by any of the provisions of this Agreement, and
in no event shall such trailers, promotional films or stock shot footage be
construed to be a motion picture hereunder or otherwise.
23. RIGHTS AS A MEMBER OF THE PUBLIC: Nothing contained in this
Agreement shall limit or burden any rights which Producer may enjoy as a
member of the public, and Producer may exercise such rights as though this
Agreement were not in existence.
24. SEVERABILITY: Nothing contained herein shall require the commission of any
act or the payment of any compensation which is contrary to any Law. If there
shall exist any conflict between this Agreement and any such Law, the latter shall
prevail, and the provision or provisions hereof affected shall be curtailed, limited
or eliminated to the extent (but only to the extent) necessary to remove such
conflict; and as so modified, this Agreement shall continue in full force and
effect.
25. NO WAIVER: No waiver by either party hereto of any failure by the other party
to keep or perform any covenant or condition of this Agreement shall be deemed
a waiver of any preceding, succeeding or continuing breach of the same, or any
other covenant or condition.

SHORT FORM OPTION

For good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned hereby grants to
("Producer"), their
successors and assigns, the sole and exclusive option to purchase all motion picture,
allied and ancillary rights in the original literary and/or dramatic work (the "Work")
described as follows:
TITLE: "

"

AUTHOR:
PUBLISHER:
DATE OF PUBLICATION:
COPYRIGHT REGISTRATION:
The Work includes but is not limited to: (i) all contents; (ii) all present and future
adaptations and versions; (iii) the title, characters, and theme; and (iv) the copyright
and all renewals and extensions of copyright.
This instrument is executed in accordance with and is subject to the Option/Purchase
Agreement (the "Agreement") between the undersigned and Producer dated as of
relating to the option granted to Producer to purchase the above-mentioned rights in
the Work, which rights are more fully described in the Agreement
Date:

At:

_________________
(OWNER)

EXHIBIT "B"
AUTHOR'S SEQUELS
AUTHOR SEQUELS: FIRST NEGOTIATION: If Owner has reserved rights in
an Author's Sequel pursuant to Paragraph 11 of the Deal Terms, then the
following shall apply:
A. "Author's Sequel," "Author's Sequel Reserved Rights" Defined: The term
"Author's Sequel" shall mean any new published novel or story written by
Author, which novel or story contains one or more principal characters of the
Work in events and situations which are new and differ substantially from
the events and situations in which they were portrayed in the Work, and the
term "Author's Sequel Reserved Rights" shall mean the same rights in an
Author's Sequel as are reserved by Owner in connection with the Work under
Paragraph 8 of the Deal Terms.
B. Disposition of Rights in Author's Sequel: Owner shall retain and hereby
reserves all Author's Sequel Reserved Rights. Owner agrees that it will not
exercise or authorize the Rights until the expiration of any applicable
Holdback relating to the identical Reserved Right in the Work, as more
particularly set forth in Paragraph 5.b. of Schedule I. After the expiration of
such applicable Holdback, Owner may sell, license or otherwise dispose of
the particular Author's Sequel Reserved Rights in the manner and subject to
Producer's first negotiation rights in Paragraph 5.c. of Schedule I. Owner shall
not exercise or authorize the exercise of, or sell, license, or otherwise dispose
of any other rights in or to any of the Author's Sequel including, without
limitation, motion picture, television, allied and ancillary rights, all of such
rights having been granted to Producer hereunder.
C. Further Documents: With reference to any and all material and rights
purchased by Purchaser pursuant to the foregoing provisions of this Exhibit,
Owner agrees to execute and deliver to Producer such assignment or
assignments of such material and/or rights and such other instruments in form
reasonably satisfactory to Producer as may be necessary to Producer for the
transfer to it of the material and/or rights so purchased; it being expressly
agreed that all material and/or rights so purchased by Producer shall vest in
and inure to the benefit of Producer forthwith upon the purchase thereof by
Purchaser, whether or not such assignments and/or instruments be executed
by Owner or delivered to Producer.
D. Producer's Rights: Nothing herein contained shall be construed to prevent
Producer from itself creating and/or writing or causing to be created and/or
written any such sequels or sequel material (all rights in which shall belong,
of course, to Producer and may be exercised and enjoyed by Producer subject
to the limitations of Producer's right in the Work hereunder), and Owner
shall have no right, title or interest of any kind whatsoever therein or thereto
except as set forth herein or in any other agreement between the parties.