Exhibit 10.1
SHORT FORM OPTION PURCHASE AGREEMENT
Agreement dated as of this 17th day of December 2007 by and between Xxxxxxxxx
Productions, Inc., (BPI) and Reshoot Production Company, a Nevada Corporation
(RPC) ("Purchaser") with respect to the heretofore unpublished script entitled,
"MASQUERADE" (which, together with the rights granted under this Agreement, is
herein called the "Property").
1. Option.
(a) In consideration of the sum of $5,000 (Five Thousand hundred dollars) BPI
grants to Purchaser an option (the "Option") to purchase motion picture
("Motion Picture" meaning theatrical motion picture and or television) and
ancillary rights in the Property for a period (the "Option Period")
commencing as of the date of execution of this Agreement and extending to
November 30, 2008.
2. Compensation. As FULL and complete consideration for all rights granted
and to be granted hereunder, purchaser agrees to pay BPI and BPI agrees to
accept the following:
(a) In the event the Option is exercised, RPC and BPI will form a new
joint venture. The new joint venture will be funded by RPC with
$1,000,000 (One Million dollars) within 30 days of notification
the option has been exercised. The new joint venture will be the
producing entity for the film and all checks will be double signed
by Xxxxx Xxxxxxxxx (or his agent) and an agent representing RPC.
Xxxxxxxxx will produce the film and have complete financial and
creative control producing the project, which will include but not
be limited to; credits, budget, casting, pre-production, above the
line, below the line, production, and post production.
(b) BPI will complete the film and have available for the joint venture
an Hdcam, Hdcam SR, or D5 answer print suitable for screenings at
festivals and digital projection in a commercial theater and
ready for blowup to 35mm.
(c) Any and all income from the film and any and all income from any
ancillary rights from theatrical distribution, television,
cable, internet, DVD's, and every other source will go into the
new joint venture formed to make the film, and that money will
be split 50/50 between RPC and BPI after RPC recoups the first
$1,000,000 (one million dollars). There will be no expenses,
interest, or overhead of any kind deducted by RPC from any of
the income.
3.Publicity. No advertising or publicity of any kind including fund raising
in any media using the name of Xxxxx Xxxxxxxxx or Xxxxxxxxx Productions, Inc.
may be used without the advanced approval in writing of Xxxxx Xxxxxxxxx, with
the exception of Exhibit A ("MASQUERADE" script synopsis) and Exhibit B
(Xxxxxxxxx resume).
Reshoot-Xxxxxxxxx Short form option agreement Page 1
4. No Partnership or Joint Venture. Nothing herein contained shall in
any way create any association, partnership, joint venture or the
relation of principal and agent between the parties to constitute such except
as noted above in paragraph 2a. Neither of the parties hereto shall hold
itself out contrary to the terms of this provision, by advertising or
otherwise. This Agreement is not for the benefit of any third party.
5. Notices. All notices and other communications prescribed or given
hereunder shall be in writing sent by certified or registered mail, return
receipt requested and directed to the parties at the respective addresses of
each of the parties (or at such other address as a party may specified by
notice given to the others);
RPC: Xx XxXxxxxxx, President
Reshoot Production Company 00000 Xxxxxx Xxx, Xxxxx 000
Xxxxxx xxx Xxx, XX 00000
(000) 000-0000
BPI: Xxxxx Xxxxxxxxx
Xxxxxxxxx Productions, Inc. 0000 Xxxxxxx Xxxx.,
Xxxxx Xxxxxx, XX. 00000
(000) 000-0000 voice
(000) 000-0000 fax
xxxxx@ xxxxxxxxx.xxx
6. Miscellaneous. This Agreement supersedes and replaces all discussions,
correspondence and agreements (oral or written) between BPI and Purchaser and
their respective representatives relating to the Property, and may not be
modified or amended except by means of a writing signed by the party against
whom such modification or amendment is sought to be charged. Unless and until a
more formal agreement is executed incorporating all of the foregoing and
additional detailed grants of rights, representations, warranties and other
provisions customarily included in such formal literary purchase agreements,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors, representatives, assigns and licensees.
Paragraph headings are for the sake of convenience only and of no substantive
import.
7. California Law. This Agreement shall be interpreted, construed and
governed in all respects under the laws of the state of California applicable
to contracts entered into and wholly performed therein, and any dispute
arising out of or in connection with this Agreement shall be adjudicated
exclusively by the courts of said state which are located in the County of
Los Angeles. Any dispute shall be settled by binding arbitration pursuant to
the rules of the Independent film and Television Alliance in Los Angeles, Ca.
Prevailing party shall be entitled to reasonable attorneys fees and expenses.
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8. Short Form. It is understood that this is a short form agreement
and that after the option is exercised a longer agreement may be made.
Please sign below to indicate your acceptance of and agreement to the
foregoing. This Agreement shall take effect only after all parties have
signed below.
ACCEPTED AND AGREED:
Reshoot Production Company
By: Xx XxXxxxxxx
/s/ Xx XxXxxxxxx Date: 12.-21-07
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ACCEPTED AND AGREED:
Xxxxxxxxx Productions, Inc.
By: Xxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxxxxx Date 12/20/2007
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