DIRECTOR EMPLOYMENT AGREEMENT

(Note: In this agreement, the term “Producer” could refer to a studio, production
company or other financing entity that is engaging the director’s services.)

DATE: __________

DIRECTOR: __________

PICTURE: A feature-length theatrical motion picture project tentatively titled

"__________".

1. Development:

(a) Development and Supervisory Services: Commencing on the date hereof,

Producer employs Director as director of the Picture to render all customary
development services rendered by directors in the motion picture industry in Los
Angeles, California and any additional services reasonably required by Producer
in connection therewith. Director accepts such employment and shall render all
development services hereunder on a non-exclusive but first priority and regular
in-person basis; provided that Director shall not render services for Director's
own account or for others which would materially interfere with the development
services required by Producer hereunder.

(b) Employment of Production Services: Provided all of the following conditions

have been satisfied, Producer shall employ, or be deemed to have employed, the
production services of Director as director of the Picture hereunder, subject to
Paragraph 7 and to Producer's other rights hereunder, at law and in equity:

(i) A script developed by Director hereunder has been delivered to Producer;

and

(ii) The Picture is "set for production" based on a script developed by Director
hereunder within 6 months from the date of delivery to Producer of the last
draft of the script developed by Director hereunder, and Producer has at no
time abandoned development or production of the Picture.

(c) "Set For Production": The Picture shall be "set for production" when the final
screenplay and budget have been approved by Producer, the principal cast
members and individual producer have been engaged and a Start Date (as
defined below) has been scheduled for commencement of principal photography.
A script shall be deemed developed by Director hereunder if the final approved
screenplay embodies substantially all the new elements contained in, and in all
other material respects is substantially similar to, the screenplay supervised in
development by Director.

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2. Production: If Producer employs the production services of Director as director for
the Picture:

(a) Start Date: The "Start Date" shall be the date designated by Producer for the
commencement of principal photography of the Picture. The Start Date shall be
subject to postponement for cast or individual producer unavailability, force
majeure or similar reasons beyond Producer's control.

(b) Production Services:

(i) Services/Exclusivity: Director shall render the production services required

hereunder and all other production services customarily rendered by directors
in the motion picture industry in Los Angeles, California. Such services shall
be rendered on an exclusive basis commencing on the date which is 8 weeks
before the Start Date and continuing until completion of Director's first cut.
Director will not, during such exclusive period (including periods of
suspension), render any services for Director's own account or for others
without Producer's written consent in each case. After delivery of the
Director’s first cut, Director will render services on a non-exclusive, first
priority and in person basis until Director delivers to Producer the answer print
of the Picture; provided that Director shall not render any services for
Director's own account, or for others that would materially interfere with the
completion of the Picture within the Producer required by Producer, and
provided further that if the Picture is behind schedule during the post-
production period, Director will render services on an exclusive basis until the
Picture is no longer behind schedule.

(ii) Further Services: If Producer requires further services of Director for retakes,
added scenes, visual effects, looping, post-synching, publicity interviews,
press junkets, premieres, personal appearances, still photography and similar
matters, Director shall render such services, subject to Director's next
professional availability. No additional compensation shall be payable for the
services referred to in this subparagraph.

(iii) Promotional Films: Director also shall render services in connection with
promotional films, trailers and electronic press kits produced in connection
with the advertising and exploitation of the Picture. Such services shall be
rendered either during or after the term hereof, but if after the term hereof,
subject to Director's next professional availability. Clips from the Picture,
behind-the-scenes footage from the Picture and, subject to clearance from
the owners thereof, clips from other motion pictures for which Director has
rendered services may be utilized in connection with such promotional films
and trailers. No additional compensation shall be payable for the services
and uses referred to in this subparagraph.

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 (c) Approvals and Controls: Director shall use best efforts to direct the Picture within
the budget, on schedule and as instructed by Producer in all matters, including
those matters involving artistic taste and judgment. Without limiting the
generality of the foregoing and subject to Producer's right of final decision, unless
Director is unavailable when Producer requires, Producer and Director shall
mutually approve the following elements of the Picture: director of photography,
production designer or art director, film editor, first assistant director, and
principal cast members. No casual or inadvertent failure by Producer to obtain
Director's approval shall be a breach of this Agreement. Director shall not make
or authorize any material changes in the final shooting script, shooting schedule
or budget without Producer's specific written approval in each case. Without
limiting the generality of the foregoing, Producer shall have the right to review all
script changes, artwork, dailies, sound recordings and other materials created in
connection with the Picture at such times and places as Producer determines.
Director shall not have the right to make or authorize any commitment for
services, rights, facilities, equipment or materials, and shall not license, record or
use any music for the Picture, without Producer's written approval in each case
and all such services, rights, facilities, equipment, materials and music shall be
contracted for by Producer in Producer's name. Director shall fully comply with
all of Producer’s legal clearance procedures with respect to the content of the
Picture including, but not limited to, clearance of scripts, props, set dressing and
other visual elements. All proposed agreements for placement of products in the
Picture shall be referred to Producer. The Picture shall be produced at
Producer's studios utilizing Producer's production equipment and services or at
such other studios and locations as shall be approved by Producer in writing. All
post-production work for the Picture shall be performed at Producer's studios or
post-production facilities utilizing Producer's post-production equipment and
services (including by way of example, but not limited to, editorial rooms, video
operations and rerecording stages).

(d) Disposition of Assets: Everything purchased, built, designed or created for the
Picture (including, by way of example but without limitation, props, set dressing,
set pieces, wardrobe, vehicles, equipment and supplies of all kinds, and original
artwork such as sketches, storyboards, renderings, models and blueprints) shall
at all times be deemed assets of Producer. Director shall not sell, give away,
promise or otherwise dispose of any such assets without the prior written
approval of an officer of Producer having the position of Vice-President or higher.
At or before completion of principal photography, all assets are to be inventoried
and returned to Producer either at Producer's studio or at such other place as
Producer may designate. Any disposition of assets by Director contrary to the
foregoing shall constitute a breach of this Agreement.

3. Compensation: Subject to Paragraphs 7 and 11 hereof, if Director is not in material

default hereunder, Producer shall pay Director, in full consideration of all Director's

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 services rendered, rights granted and representations, warranties and agreements
made hereunder, the following compensation:

(a) Development Fee: For the development services referred to in Paragraph

1, $10,000 payable:

(i) $5,000.00 upon the later of commencement of Director's services and the
services of a writer engaged in connection with the Picture to be supervised
by Director and execution of this Agreement.

(ii) $5,000.00 upon the earlier of Producer employing the production services of
Director as director for the Picture, terminating the development period or
abandoning the Picture.

All compensation paid pursuant to this subparagraph (a) shall constitute a

nonreturnable advance against sums payable under subparagraph (b) below.

(b) Fixed Compensation: If Producer employs the production services of Director as

director for the Picture, $500,000.00 payable:

(i) 20% thereof (less all sums paid pursuant to subparagraph (a) above) in 8
weekly installments over the 8 weeks preceding the Start Date.

(ii) 60% thereof in approximately equal weekly installments over the scheduled
period of principal photography.

(iii) 10% thereof on delivery of Director's first cut of the Picture.

(iv) 10% thereof on delivery of the answer print of the completed Picture, provided
Director shall have completed all production services required by Producer.

(c) DGA Agreement: Fixed compensation under subparagraphs (a) and (b) above
shall be deemed to cover the maximum period of services permitted by the
applicable Directors Guild of America, Inc. Basic Agreement (the "DGA Agree-
ment"). For such purpose, Director shall be deemed compensated hereunder at
the DGA Agreement minimum applicable weekly rate.

(d) Contingent Compensation: If the Picture as first generally released was directed
substantially in whole by Director as sole director thereof, then Producer will pay
Director the following compensation in accordance with the terms of the
applicable exhibit, 7 ½% of 100% of the Picture’s net profits.

(e) Pay or Play: Subject to the provisions of Paragraphs 7 and 11 below, Director
will become pay or play for the fixed compensation set forth in subparagraph 3(b)
above on the first day of principal photography.

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4. Transportation and Expenses/Additional Benefits :

(a) General: If Director's principal residence is more than 50 miles from a location
where Producer requires development or production services ("overnight
location"), Producer shall furnish and pay for, or reimburse Director for the cost
of: (i) round-trip transportation, first class if available, by air if appropriate,
between such residence (or from wherever Director then may be, if closer) and
where such services are required; and (ii) all reasonable first-class living
expenses Director incurs, not exceeding $^__________ per week or
$^__________ per week when in major cities such as New York, London or
Paris. Producer's obligation to reimburse Director for transportation and living
expenses shall be subject to Producer's usual expense accounting procedures.
Partial weeks shall be prorated on the basis of a 7-day week.

5. Credit: Subject to any applicable guild or union requirements and to subparagraph

(c) below, Producer shall accord Director the following credit in connection with the
Picture:

(a) Personal Credit. As director substantially in the form "Directed By

^__________":

(i) On the screen in all positive prints of the Picture, on a separate card, in
the main titles, in a size of type not less than 50% of that used for the
"Title”.

(ii) In paid advertisements, in a size of type not less than 35% of that used for the
"Title”.

(b) General: References to the "Title" are to the regular as opposed to the artwork
title of the Picture. Any reference to the "main titles" are to the credits, whether
before or after the body of the Picture, where the personal credits accorded to
the individual producer and screenwriter appear. Credit will be given only if the
Picture as first generally released was produced substantially under the direct
supervision of Director as the sole director thereof, and only if this Agreement
has not been terminated for Director's breach. If Director is to receive credit in
paid advertisements, the obligation shall apply only to the billing portion
(excluding artwork and advertising copy) of advertisements issued by Producer
or under its direct control relating primarily to the theatrical exhibition of the
Picture, and which are issued prior to the date 5 years after the initial release of
the Picture. Billing requirements shall not apply at any time to teasers, trailers,
billboards and other outdoor advertising, radio and television advertising, group,
list or special advertisements, commercial tie-ins or by-products, any
advertisements of 250 lines or less, or any advertisements which would be
excepted advertisements under the Directors Guild of America Basic Agreement.

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 No casual or inadvertent failure to comply with billing requirements, nor the
failure of any third party so to comply, shall be a breach of this Agreement. The
sole remedy for a breach of any of the billing provisions of this Agreement shall
be the recovery of damages in accordance with the dispute resolution provisions
set forth below, it being agreed that in no event shall Employer or Director seek
or be entitled to injunctive or other equitable relief for breach of any of the billing
requirements hereof.

6. Rights:

(a) Ownership: All results and proceeds of every kind of the services heretofore and
hereafter to be rendered by Director in connection with the Picture, including
without limitation all ideas, suggestions, themes, plots, stories, characterizations,
dialogue, titles and other material, whether in writing or not in writing, at any time
heretofore or hereafter created or contributed by Director which in any way relate
to the Picture or to the material on which the Picture will be based (collectively,
"Material"), are and shall be deemed to be works made for hire for Producer.
Accordingly, Producer is and shall be considered the author and, at all stages of
completion, the sole and exclusive owner of the Material and all right, title and
interest therein (the "Rights"). The Rights shall include without limitation all
copyrights, neighboring rights, trademarks and any and all other ownership and
exploitation rights in the Material now or hereafter recognized in any and all
territories and jurisdictions including, by way of illustration, production,
reproduction, distribution, adaptation, performance, fixation, rental and lending
rights, exhibition, broadcast and all other rights of communication to the public,
and the right to exploit the Material throughout the universe in perpetuity in all
media, markets and languages and in any manner now known or hereafter
devised. If under any applicable law the fact that the Material is a work made for
hire is not effective to place authorship and ownership of the Material and the
Picture and all rights therein in Producer, then to the fullest extent allowable and
for the full term of protection otherwise accorded to Director under such
applicable law, Director hereby assigns and transfers to Producer the Rights and,
in connection therewith, any and all right, title and interest of Director in the
Picture and any other works now or hereafter created containing the Material.

(b) Alteration Rights: Director hereby grants Producer the right to change, add to,
take from, translate, reformat or reprocess the Material in any manner Producer
may in its sole discretion determine. To the fullest extent allowable under any
applicable law, Director hereby irrevocably waives or assigns to Producer
Director's so-called "moral rights" or "droit moral". Director expressly
acknowledges that many parties will contribute to the Picture and other works
that will embody all or part of the Material. Accordingly, if under any applicable
law the above waiver or assignment by Director of "moral rights" or "droit moral"
is not effective, then Director agrees to exercise such rights in a manner which

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 recognizes the contribution of and will not have a material adverse effect upon
such other parties.

(c) Rental Right: Producer and Director acknowledge and agree that the following
sums are in consideration of, and constitute equitable remuneration for, the rental
right included in the Rights: (i) an agreed allocation to the rental right of 3.8% of
the fixed compensation and, if applicable, 3.8% of the contingent compensation
provided for in this Agreement; (ii) any sums payable to Director with respect to
the rental right under any applicable collective bargaining or other industry-wide
agreement; and (iii) the residuals payable to Director under any such collective
bargaining or other industry-wide agreement with respect to home video
exploitation which are reasonably attributable to sale of home video devices for
rental purposes in the territories or jurisdictions where the rental right is
recognized. If under the applicable law of any territory or jurisdiction, any
additional or different form of compensation is required to satisfy the requirement
of equitable remuneration, then it is agreed that the grant to Producer of the
rental right shall nevertheless be fully effective, and Producer shall pay Director
such compensation or, if necessary, the parties shall in good faith negotiate the
amount and nature thereof in accordance with applicable law.

(d) Additional Documents: Director will upon request execute, acknowledge and
deliver to Producer any and all documents Producer may deem necessary to
evidence and effectuate all or any of Producer's rights under this Agreement.
Director hereby irrevocably appoints Producer as attorney-in-fact with full power
to execute, acknowledge, deliver and record in the U.S. Copyright Office or
elsewhere any and all such documents Director fails to execute, acknowledge
and deliver. The appointment shall be a power coupled with an interest.

(e) Name and Likeness: Director grants to Producer the right to issue and authorize
publicity concerning Director and to use Director's name, voice, likeness and
biographical data in connection with the distribution, exhibition, advertising and
other exploitation of the Picture. Without limiting the foregoing, Producer may
use Director's name, voice, likeness and biographical data in connection with
publications, merchandise, commercial tie-ins, and goods and services of every
kind if reference is made to the Picture or the literary property or screenplay upon
which the Picture is based, or any part thereof, or to Director's employment
hereunder, and if Director is not represented as using or endorsing any such
item. Director will not at any time issue or authorize publicity or disclose any
confidential information relating to this employment or the Picture or Producer (as
distinguished from personal publicity relating solely to Director) to the press or
media without Producer's written consent in each case.

7. No Obligation to Proceed: Notwithstanding any other provision of this Agreement,

Producer shall have no obligation to utilize Director's services, or to include the
Material in the Picture, or to produce, release, distribute or otherwise exploit the

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 Picture, or to exercise any or all of Producer's rights under this Agreement, or to
continue any of the foregoing if commenced

8. Services Unique: Director's services and the rights granted to Producer under this
Agreement are of a special, unique, unusual, extraordinary and intellectual character
giving them a peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in any action at law. A breach hereof by Director shall
cause Producer irreparable injury and Producer shall be entitled to injunctive and
other equitable relief to secure enforcement of this Agreement, but resort to such
relief shall not waive Producer's other rights.

9. Representations and Warranties: Director represents, warrants and agrees that:

Director is free to enter into this Agreement; Director is not subject to any conflicting
obligation or disability which will or might prevent or interfere with the execution and
performance of this Agreement by Director; the Material is or will be original with
Director, has not been and will not be exploited in any manner and/or medium, or
(provided Director notifies Producer thereof) is in the public domain throughout the
world, does not and will not infringe upon the copyright or any other right of any
person or entity, and is not and will not be based in whole or in part on the life of any
real person except as approved in writing by Producer; Director is a member in good
standing of such labor organization having jurisdiction hereunder, to the extent
required by law and applicable collective bargaining agreements.

10. Indemnification:

(a) General: Director shall indemnify Producer against any and all liability, damages,
costs and expenses, including reasonable attorneys' fees and costs, in
connection with any third-party claim or action arising out of the breach of any of
Director's representations, warranties and agreements herein. Producer shall
indemnify and defend Director against any and all liability, damages, costs and
expenses, including reasonable attorneys' fees and costs, in connection with any
third-party claim or action (other than those arising out of a breach of Director's
representations, warranties or agreements hereunder or out of any criminal
misconduct or malicious or tortious acts by Director) respecting material supplied
to Director by Producer or incorporated into the Picture by Directors or officers of
Producer other than Director, or in connection with Producer's development,
production, distribution or exploitation of the Picture.

(b) Notice of Claim: Producer and Director shall, upon presentation of any claim or
institution of any action covered by the foregoing indemnity provision, promptly
notify the other of the presentation of such claim or the institution of such action,
giving full details thereof. The indemnified party shall cooperate (without being
required to incur any cost or expenses) in the defense of any claim for which
indemnification is provided hereunder.

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11. Contingencies:

(a) Suspension: Notwithstanding any other provision of this Agreement, Director's

services, the accrual of Director's compensation, and the running of any periods
provided for herein shall be suspended without notice during the periods
specified below.

(i) All periods that Director does not render services hereunder because of
illness, incapacity or default.

(ii) All periods that development or production of the Picture is prevented,

hampered or interrupted because of force majeure events (e.g. any labor
dispute, fire, theft, act of God, war, governmental action, injunction or other
material interference with Producer's development, production or distribution
of the Picture, thirdparty breach of contract, death, illness or incapacity of the
individual producer, director of photography or a principal member of the cast
or any other event beyond Producer's control).

(iii) All dates set forth or provided for herein shall be postponed for a period
equivalent to the period of such event and for such additional time as is
reasonably necessary for Producer to recommence its usual business
operations. Producer may lift any suspension and reimpose it for the same
force majeure event.

(b) Producer's Right of Termination: Producer may terminate Director's services

hereunder upon the occurrence of any of the following:

(i) If Director does not render services hereunder because of illness or

incapacity for 5 consecutive days or 10 days or more in the aggregate during
the period Director is required to render exclusive services, or for 10
consecutive days or 14 days in the aggregate at other times hereunder.

(ii) If a force majeure event continues for 8 weeks or more, or in the event
Producer shall have lifted any force majeure suspension and reimposed it for
the same event, then if such suspensions continue for 8 weeks or more in the
aggregate.

(iii) Any refusal to perform or supply Director's services.

(iv) Any other material default by Director which remains uncured for 24 hours
after Producer's notice thereof; provided, however, that for repeated defaults
of the same nature Director shall have no opportunity to cure.

Upon any such termination, the payment of the fixed compensation which has
accrued under subparagraphs 3(a) and 3(b) as of the date of termination shall

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 constitute full payment by Producer for all services rendered and rights granted
to Producer hereunder, subject to Producer's rights hereunder, at law and in
equity. Producer shall pay Director any outstanding balance then accrued and
unpaid.

(c) Director's Services During Suspension and Right of Termination : If any force
majeure suspension continues for 2 weeks or more, Director may render services
for Director's own account or for others during the continuation of such
suspension, subject to immediate recall on the termination of such suspension. If
a force majeure suspension continues for 8 weeks or more, or in the event
Producer shall have lifted any force majeure suspension and reimposed it for the
same event, then if such suspensions continue for 8 weeks or more in the
aggregate, Director may terminate Director's services by written notice to
Producer. Notwithstanding the foregoing, such notice and termination shall have
no effect if within 5 business days after receipt thereof Producer gives Director
notice that such suspension is ended.

(d) Work Permit: Producer may terminate this Agreement without further obligation if
any work permits or visas required in connection with Director's services cannot
be obtained in a timely fashion. Whether or not Producer in its discretion agrees
to obtain such a work permit or visa for Director, the responsibility therefore shall
rest with Director.

12. Insurance:

(a) Cast Insurance: Producer may secure life, health, accident, cast or other
insurance covering Director, or Director and others, and Director shall have no
right, title or interest in or to such insurance. Director shall submit to usual and
customary medical examinations for Producer's insurance purposes (including
self-insurance) and will sign such applications or other documents reasonably
required. Director may have Director's own physician present at any such
examination at Director's own expense. If any such examination establishes a
substantial doubt as to Director's physical ability to complete Director's services
hereunder, Producer may terminate this Agreement. If cast insurance covering
Director cannot be obtained for normal premiums, normal deductibles and
without substantial exclusions, Producer may terminate this Agreement. From
the date 2 weeks before the scheduled start date of principal photography until
completion of all services required of Director hereunder, Director will not ride in
any aircraft other than as a passenger on a scheduled flight of a United States or
major international air carrier maintaining regularly published schedules, or
engage in any extra-hazardous activity without Producer's written consent in
each case.

(b) General Liability/E&O Insurance: Director shall be insured by the errors and
omissions and general liability insurance policies for the Picture to the extent that

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 Producer obtains and maintains such policies and shall be subject to the terms,
conditions and restrictions of such policies and endorsements thereto.

13. Payments:

(a) General: All compensation payable hereunder on a weekly basis shall be

payable not later than Thursday of each week for the period ending on the
preceding Saturday. Payments for any period of less than a week shall be at a
daily rate determined by prorating the weekly rate on the basis of the number of
days in the normal work week at the time and place involved, subject to
applicable collective bargaining agreements. No additional payments shall be
required for services rendered at night or on Sundays, Saturdays or holidays or
for meal delays, hazardous work, violation of rest periods, or otherwise, or for
exhibitions of the Picture on television or in supplemental markets, except to the
minimum extent, if any, specifically required by applicable collective bargaining
agreements. Any fixed compensation payable hereunder exceeding the
applicable minimum scale provided for in a collective bargaining agreement, to
the full extent permitted or not prohibited by such agreement, shall be credited
against overtime, meal delay allowances, hazardous work allowances, violation
of rest periods, severance pay, vacation pay, sick leave and similar payments.
Any contingent compensation hereunder shall be credited against supplemental
payments arising out of exhibitions of the Picture on television or in supplemental
markets. All payments hereunder shall be made at Producer's office in (City)
, (State) . All money payable hereunder shall be payable only if Director
has executed and delivered this Agreement and fully complied with all of
Director's obligations hereunder.

(b) Deductions: Director authorizes Producer to deduct and withhold from Director's
compensation hereunder: (i) 1% of all compensation payable to Director
hereunder, which shall be remitted to the Motion Picture Relief Fund of America,
Inc.; (ii) any telephone and restaurant charges and other fixed indebtedness of
Director to Producer; (iii) should Producer pay Director in respect of any period of
suspension under the provisions of Paragraph 11 hereof, Producer may deduct
an equivalent amount from any compensation thereafter accruing; (iv) union dues
and assessments to the extent permitted by law; and (v) all amounts which
Producer is advised by counsel are required by law to be withheld.

14. Assignment: Producer may assign this Agreement or loan or furnish Director's
services to any parent, subsidiary or affiliated corporation of Producer, or to any
entity with or into which Producer merges or consolidates, or which succeeds to all
or a substantial portion of Producer's assets, or to any entity which produces the
Picture for release and distribution by Producer or which supplies financing or studio
facilities for the Picture, or which has the right to distribute the Picture, or which may
be or become the owner of the Picture or of the underlying literary property and
screenplay. Producer may assign and/or license any of its rights to the Material

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 and/or to use Director's name, likeness and biographical data, and all
representations and warranties hereunder, to any entity whatsoever, and this
Agreement shall inure to the benefit of all such assignees and licensees. No such
assignment or license shall relieve Producer of its obligations hereunder unless the
assignee is a "major" producer or distributor of motion pictures and/or television
network (as those terms are commonly understood in the motion picture and/or
television industries at the Producer) or other financially responsible party, or if
Director approves of such assignment or license, and if such assignee or licensee
assumes in writing Producer's obligations hereunder.

15. Cuts and Previews; Delivery:

(a) Director's Cut and Preview: Director will be entitled to the DGA
Agreement director's cut and preview (to be arranged by Producer after
consultation with Director).

(b) Original Materials/Rights Personal: In no event shall Director cut or edit

the negative or other original film or sound elements of the Picture without
Producer’s written consent. The exercise of any rights granted under this
Paragraph 15 are personal to Director and may not be assigned to or
exercised by any third party, nor shall such rights survive the death or
incapacity of Director.

(c) Delivery Requirements: Unless Producer has otherwise approved in

writing, the Picture as delivered to Producer will be between 95 and 110
minutes (inclusive of main and end titles), will qualify for an MPAA rating
of "PG" or "PG-13" and will conform in all material respects to the
screenplay approved by Producer for production. Director will prepare
sufficient alternative scenes and dialogue so the Picture may be shown on
U.S. national network "free" television during prime time without impairing
the story line continuity. Producer shall have the right of final cut of the
Picture.

16. DGA Agreement: Producer shall pay, on Director's behalf, to the DGA Pension,
Health and Welfare Plan the Director's contributions required by the DGA Agreement
with respect to Director's engagement hereunder. Except as expressly provided to
the contrary herein, Producer shall be entitled to the maximum benefits and
maximum rights permitted under the DGA Agreement. To the extent the DGA
Agreement requires additional payments to Director hereunder, such additional
payments shall be paid at the minimum rate required.

17. Miscellaneous:

(a) Entire Agreement/Severability/Remedies: Except for a Certificate of Employment

if such a document was signed by Director in connection with the Picture or as

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 herein expressly provided, this Agreement cancels and supersedes all prior
negotiations and undertakings relating to the Picture and contains all of the
terms, covenants, conditions, representations and warranties, written or oral, of
the parties hereto in the premises. If there is any conflict between any provision
of this Agreement and any present or future statute, law, ordinance, regulation or
collective bargaining agreement, the latter shall prevail; provided, that the
provision hereof so affected shall be limited only to the extent necessary and no
other provision shall be affected. Nothing herein contained shall be construed so
as to alter or affect the provisions of any other written agreement between the
parties hereto or between Producer and Director relating to the underlying
material. Time is of the essence hereof. Notwithstanding any other provision of
this Agreement, Director's sole remedy for breach by Producer of any of the
provisions of this Agreement shall be the recovery of damages in accordance
with the dispute resolution provisions set forth below. In no event shall Director
seek or be entitled to rescission, injunctive or other equitable relief, and the
termination of this engagement or this Agreement, for any reason, shall not affect
Producer's rights in the Material.

(b) Notices: All written notices which either party hereto is required or may desire
to give to the other shall be given by delivering or mailing the same to the
other at the address shown on the face hereof, or at such other address as
may be designated in writing by any such party in a notice to the other given
as aforesaid. Notices to Producer shall be addressed to the specific attention
of [ ]. Notices shall be sufficiently given when hand-delivered
or when the same shall be deposited so addressed, postage prepaid, in the
United States mail and/or when the same shall have been transmitted by
telegraph, telex, facsimile or similar means and the date of said delivery or
transmission, or 3 days after the date of said mailing, shall be deemed to be
the date of the giving of such notice.

(c) Governing Law/Dispute Resolution: This Agreement shall be governed and

construed in accordance with the laws of the State of California applicable to
contracts entered into and fully performed therein. Any and all controversies,
claims or disputes arising out of or related to this Agreement or the interpretation,
performance or breach thereof, including, but not limited to, alleged violations of
state or federal statutory or common law rights or duties, and the determination
of the scope or applicability of this agreement to arbitrate (“Dispute”), except as
otherwise set forth below, shall be resolved according to the following procedures
which shall constitute the sole dispute resolution mechanism hereunder. In the
event that the parties are unable to resolve any Dispute informally, then such
Dispute shall be submitted to final and binding arbitration. The arbitration shall
be initiated and conducted according to either the JAMS Streamlined (for claims
under $250,000) or the JAMS Comprehensive (for claims over $250,000)
Arbitration Rules and Procedures, except as modified herein, including the
Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor

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 (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration
Rules”). The arbitration shall be conducted in Los Angeles County before a
single neutral arbitrator appointed in accordance with the Arbitration Rules. The
arbitrator shall follow California law and the Federal Rules of Evidence in
adjudicating the Dispute. The parties waive the right to seek punitive damages
and the arbitrator shall have no authority to award such damages.

The arbitrator will provide a detailed written statement of decision, which will be
part of the arbitration award and admissible in any judicial proceeding to confirm,
correct or vacate the award. Unless the parties agree otherwise, the neutral
arbitrator and the members of any appeal panel shall be former or retired judges
or justices of any California state or federal court with experience in matters
involving the entertainment industry. If either party refuses to perform any or all
of its obligations under the final arbitration award (following appeal, if applicable)
within thirty (30) days of such award being rendered, then the other party may
enforce the final award in any court of competent jurisdiction in Los Angeles
County. The party seeking enforcement of any arbitration award shall be entitled
to an award of all costs, fees and expenses, including attorneys’ fees, incurred in
enforcing the award, to be paid by the party against whom enforcement is
ordered.

Notwithstanding the foregoing, either party shall be entitled to seek injunctive

relief (unless otherwise precluded by any other provision of this Agreement) in
the state and federal courts of Los Angeles County. Any Dispute or portion
thereof, or any claim for a particular form of relief (not otherwise precluded by
any other provision of this Agreement), that may not be arbitrated pursuant to
applicable state or federal law may be heard only in a California court (state or
federal) of competent jurisdiction in Los Angeles County. Any process in such
proceeding may be served upon Director by, among other methods, delivering it
or mailing it, by registered or certified mail, directed to such address Director
designated in this Agreement. Any such delivery or mail service shall have the
same effect as personal service within the State of California.

(d) Relationship of The Parties: This Agreement is not a partnership between or

joint venture by the parties hereto and neither party is the agent of the other.
This Agreement is not for the benefit of any third party, whether or not referred to
herein. Captions and organization are for convenience only and shall not be
used to construe meaning. A waiver of any breach shall not waive a prior or
subsequent breach. All remedies shall be cumulative and pursuit of any one
shall not waive any other. This Agreement may be signed in counterpart, each of
which shall be deemed an original, but all of which together shall constitute the
Agreement.

(e) Foreign Corrupt Practices Act (“FCPA”): In the event Director provides any
services hereunder outside of the United States, Director acknowledges that

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 he/she is familiar with the requirements of the FCPA and that a violation of any of
the provisions of the FCPA constitutes a criminal offense. Director represents
and warrants that Director has not and will not make, authorize or promise any
offer, payment or gift of anything of value to any person with (i) the knowledge
that all or a portion of it will be offered, given or promised, directly or indirectly to
any government agency or officials, political party, leader or candidate for
government or political office in a foreign country, or (ii) in order to influence any
such official, party, leader or candidate to assist Director and/or Producer (or
related company) to obtain, retain or direct business or unduly affect a decision.

The parties hereto have executed and delivered this Agreement as of the date first
above written.

PRODUCER

By: ____________________________
Its:

DIRECTOR

_______________________________

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