ECLIPSE ENTERTAINMENT GROUP, INC.
00000 X.X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
September 2, 1997
Attn: Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx Productions Inc.
0000 X. Xxxxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
By Fax: 000 000 0000
Re: Agreement between Xxxxxx Xxxxxxx and Eclipse Entertainment
Group, Inc. ("Eclipse")
The following, when signed by you ("Columbu") will confirm the
terms of your Agreement with Eclipse regarding the provision of
your personal services as a producer of the films, "Beretta's
Island", "Double Cross", and "Assault of the Lost Goddess", and
of your involvement with Eclipse on the following terms and
conditions:
Employment
1. Engagement. Eclipse hereby engages you as a producer and as
Vice President of Distribution to assist in developing, selling
and promoting films for Eclipse. You will be engaged as an
independent contractor and not as an employee.
2. Term and Exclusivity. From the date of signing this
agreement to September 1, 1998, you shall devote all required
time and energies to the business and affairs of Eclipse, subject
to a reasonable time allowance for personal business, and shall
use your best efforts, skill and abilities to promote this
interest.
Office Facilities
3.From the date of signing this agreement to September 1,
1998, Eclipse shall have the right to use all of the
facilities in your office which is located at 0000 X. Xxxxxxxxx
Xxxx., Xxx Xxxxxxx, Xxxxxxxxxx, including use of photocopy, fax,
and telephones. Eclipse shall reimburse you for any long
distance charges incurred and for office supplies which are
used by Eclipse. Eclipse has the right to install its own
telephone and fax in the office at its own cost.
Right of First Refusal
4. Eclipse shall have a Right of First Refusal for a term of
five years from the date of signing this Agreement to meet any
bona fide offer or offers to produce, finance or develop any film
project which you are developing as a producer, and which you
are ready and willing to accept. Prior to entering into an
agreement with someone else, you will first communicate the terms
of such offer or proposed agreement, including a copy of the
written agreement accepted in writing by you containing a subject
clause, subject to a Right of First Refusal, and Eclipse shall
have a right for a period of 23 days from the receipt of the
written agreement to exercise its right to enter into an
agreement with you on the same terms.
5. As compensation for your personal services, for provision of
office facilities, and for the Right of First Refusal you shall
receive 25,000 shares of the common stock of Eclipse with a one
year trading restriction, and such other amounts as are set out
in this agreement.
"Beretta's Island"
6. You and Eclipse shall each own 50% of "Beretta's Island" and
all rights attached to the picture. Eclipse has the right
to purchase any portion of Columbu's percentage up to 100%, at a
mutually agreed upon price at any time.
7. You assign to Eclipse the sole and exclusive right and
license to exhibit, distribute and license under copyright the
exhibition of "Beretta's Island" theatrically and non-
theatrically, on television and other media, in all forms whether
known or unknown without limitation, and all other intellectual
property rights and ancillary rights in the picture for a period
of seven years.
In consideration for assigning the above rights and licenses to
Eclipse, you shall receive 100,000 shares of common stock of
Eclipse with a one year trading restriction, and such other
amounts as are set out in this agreement.
8. In consideration for the transfer of all rights, licenses
and privileges attached to "Beretta's Island" Eclipse shall pay
you US$75,000, payable as follows:
(a) $25,000 on September 12, 1997;
(b) $25,000 on October 29, 1997;
(c) $25,000 on November 29, 1997.
9. All Revenues from "Beretta's Island" shall be divided as follows:
(a) Eclipse - 50%
(b) Columbu - 50%
10. Revenues shall be defined as the gross income actually
received by either party out of or in connection with the
picture.
11. Eclipse shall be entitled to a front single screen credit,
and a credit in all marketing and advertising as follows:
"Eclipse Entertainment Group Presents". Eclipse has the right to
substitute any other name for Eclipse Entertainment Group in
the credits.
"Double Cross"
12. You and Eclipse shall co-produce "Double Cross". You shall
carry out the duties and functions of producer of a feature
film suitable for theatrical or cable release, as the duties of
that position are commonly understood and rendered in the film
production industry. Eclipse shall name one or more producers to
work with you and you will work together, and in consultation
with each other in all aspects of the remainder of production.
13. You and Eclipse shall both participate in all related
promotional activities for the picture. The key personnel
participating in the production of the Pilot shall each receive
individual credit and Eclipse shall receive a front single screen
credit and advertising print credit under the name of its choice.
14. Eclipse shall contribute the amount of US$150,000 to the
production of "Double Cross" which is the budgeted cost of
completing "Double Cross" not including promotion and
distribution expenses. You covenant and agree that all of these
monies be used in completing the production of the film and none
of these monies are paid to you as any type of compensation.
Eclipse shall make the funds available for production as
follows:
a) $50,000 on September 8, 1997;
b) $50,000 on September 16, 1997;
c) $50,000 on September 23, 1997.
15. You and Eclipse shall each own 50% of "Double Cross" and all
rights attached to the picture. Eclipse has the right to
purchase any portion of Columbu's percentage up to 100%, at a
mutually agreed upon price at any time.
16. You assign to Eclipse the sole and exclusive right and
license to exhibit, distribute and license under copyright the
exhibition of "Double Cross" theatrically and non-theatrically,
on television and other media, in all forms whether known or
unknown without limitation, and all other intellectual property
rights and ancillary rights in the picture for a period of seven
years.
17. In consideration for the transfer of all rights, licenses
and privileges attached to "Double Cross", and for producing the
picture, Eclipse shall pay you 150,000 shares of common stock in
Eclipse, with a one year trading restriction.
18. The Revenues of "Double Cross" shall be divided as follows:
(a) Eclipse - 50%
(b) Columbu - 50%
19. Revenues shall be defined as the gross income actually
received by either party out of or in connection with the
picture.
"Assault of the Lost Goddess"
20. You and Eclipse shall co-produce "Lost Goddess". You shall
carry out the duties and functions of producer of a feature film
suitable for theatrical or cable release, as the duties of that
position are commonly understood and rendered in the film
production industry. Eclipse shall name one or more producers to
work with you and you will work together and in consultation with
each other in all aspects of production. In the event of any
disagreement, the party which contributes the majority of the
production financing shall have final say.
21. You and Eclipse shall both participate in all related
promotional activities for the picture. The key personnel
participating in the production of the Pilot shall each receive
individual credit and Eclipse shall receive a front single screen
credit and advertising print credit under the name of its choice.
22. Eclipse shall contribute the amount of US$100,000 to the
production of "Assault of the Lost Goddess" towards the
budgeted cost of completing the picture. You covenant and
agree that all of these monies be used in completing the
production of the film and none of these monies are paid to you
as any type of compensation. Eclipse shall make the funds
available for the production as follows:
(a) $20,000 on September 16, 1997; and
(b) $80,000 when required for production.
23. You and Eclipse shall each own a percentage of "Assault of
the Lost Goddess" which is equivalent to the percentage of the
cost of producing and distributing the film which each party
contributes. Eclipse reserves the right to invest up to one
hundred percent of the total budget. Budget to be approved by Eclipse.
24. You assign to Eclipse the sole and exclusive right and
license to exhibit, distribute, and license under copyright the
exhibition of "Assault of the Lost Goddess" theatrically and non-
theatrically and on television in all forms whether known or
unknown without limitation, and all other intellectual property
rights and ancillary rights in the picture for a period in
perpetuity.
25. Before any profits from "Assault of the Lost Goddess" are
distributed to the parties, each party shall first recoup their
expenses in the production and distribution of the picture pari-
passu.
26. The Net Profits of "Assault of the Lost Goddess" shall be
divided in accordance with the division of ownership which is
calculated by the percentage of the cost of producing and
distributing the film which each party contributes.
27. Net Profits of "Assault of the Lost Goddess" shall be
defined as the gross income actually received by either party out
of or in connection with the picture less all costs as disclosed
in the Budget, less all third party distribution, exhibition,
promotion and other like fees and expenses and less any legal and
administrative fees and expenses incurred in connection with the
picture.
Distribution
28. Xxxxxx Xxxxxxx will provide to Eclipse, at his expense, a
master print of "Beretta's Island" and "Double Cross". Any costs
for copies or prints required by buyers or sub-distributors of
the films will be incurred by the buyer or sub-distributor and
not by Eclipse.
29. Eclipse will pay only for costs directly related to
marketing, advertising, promotion, film markets and related
travel expenses of "Beretta's Island", "Double Cross", "Assault
of the Lost Goddess", and any future projects. All expenses must
be approved by Eclipse.
30. Eclipse will have final authority over any matters relating
to the distribution of "Beretta's Island", "Double Cross",
"Assault of the Lost Goddess", and any future projects.
All Pictures
31. Eclipse shall have the right to use and to license the use
of your name, sobriquet, photography, likeness, voice and
caricature in connection with Eclipse and all of the pictures.
32. You shall make available to Eclipse all physical elements of
the pictures "Beretta's Island", "Double Cross" and "Assault of
the Lost Goddess" and all documents and accounting information
related to the picture including all title and other reports and
searches, insurance policies, rights transfers and other
contracts, copyright and trademark searches and
registrations, legal or their expert opinions, all draft and
final budgets, accounting books, general ledger, receipts, and
all drafts and versions of the screenplays
33. You make the following representations and warranties
relating to each of the pictures "Beretta's Island", "Double
Cross", and "Assault of the Lost Goddess":
(a) you represent and warrant that you do know of any
claims or legal proceedings against you or any production
company owned by you, and any of its agents or employees,
related to the production or distribution of any of the pictures;
(b) you have clear title to the script and underlying ideas and
characters in each of the pictures, and you have
written agreements with the creators, authors,
writers and owners of all material in the pictures, and you have
registered, or are capable of registering copyright in the screenplays
of the pictures;
(c) you have releases from all persons who appear in the
pictures;
(d) you have written releases and authorization to use Xxxxxx
Schwartzenegger's name and likeness in connections with "Beretta's Island";
(e) you have synchronization and performance licenses from
the composers or copyright owners of all music used in
the pictures; and
(f) none of the pictures or their screenplays contain any
material which constitutes defamation or invasion of privacy.
34. If at any time Eclipse or its assignees or licensees are
alleged to be in breach or default of any provision of this
agreement, you shall be limited to a claim for damages in an
action at law and you specifically covenant and agree that you
will not be entitled to seek, obtain or enforce an injunctive or
other equitable relief unfettered exercise by Eclipse of all
rights, interests, licenses and property granted herein.
35. Eclipse shall have the right to assign this agreement and
any of the rights granted herein, in whole or in part, to any
person, firm, corporation or entity, and nothing contained
therein shall imply anything to the contrary. Upon the
assignee's assumption of the obligations of Eclipse with respect
to the rights so assigned, Eclipse shall be relieved of all such
obligations.
36. Writer agrees to sign a long form of this Agreement, and all
other documents which are required to carry out the terms of this
Agreement.
Agreed to and Accepted:
ECLIPSE ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, President
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
